DND Q4 2026 20:30 UTC Earings Calendar

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ANNUAL INFORMATION FORM for the year ended June 30, 2026 Dated: September 28, 2026

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(i) TABLE OF CONTENTS INTRODUCTION ......................................................................................................................................................... 1 CORPORATE STRUCTURE ....................................................................................................................................... 3 GENERAL DEVELOPMENT OF THE BUSINESS .................................................................................................... 4 DESCRIPTION OF THE BUSINESS ........................................................................................................................... 9 BORROWING AND CREDIT FACILITIES ............................................................................................................. 15 RISK FACTORS ......................................................................................................................................................... 17 DIVIDENDS ............................................................................................................................................................... 59 DESCRIPTION OF CAPITAL STRUCTURE ........................................................................................................... 59 MARKET FOR SECURITIES .................................................................................................................................... 61 AGREEMENTS WITH SHAREHOLDERS ............................................................................................................... 61 DIRECTORS AND EXECUTIVE OFFICERS ........................................................................................................... 64 LEGAL PROCEEDINGS AND REGULATORY ACTIONS .................................................................................... 69 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ........................................... 69 TRANSFER AGENT AND REGISTRAR .................................................................................................................. 69 MATERIAL CONTRACTS ........................................................................................................................................ 70 EXPERTS .................................................................................................................................................................... 70 ADDITIONAL INFORMATION ............................................................................................................................... 70 GLOSSARY OF TERMS ............................................................................................................................................ 71 APPENDIX A ........................................................................................................................................................... A-1

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ANNUAL INFORMATION FORM INTRODUCTION Notice to Readers Dye & Durham Limited was incorporated under the OBCA on June 26, 2020. In connection with the closing of its initial public offering (the “IPO”), Dye & Durham Limited acquired a 100% direct ownership interest in Dye & Durham Corporation and carried on the business of Dye & Durham Corporation. In this Annual Information Form (the “AIF”), unless the context otherwise requires, “Dye & Durham”, the “Company”, “we”, “us” or “our” refers to Dye & Durham Limited, its subsidiaries and divisions and their respective predecessors, which includes Dye & Durham Corporation. General For an explanation of the capitalized terms and expressions, please refer to the “Glossary of Terms” at the end of this AIF. All references to “dollars” and “$” are to Canadian dollars. Unless otherwise indicated, the information contained herein is given as at June 30, 2026. Forward-looking Information This AIF contains forward-looking statements that relate to the Company’s current expectations and views of future events. In some cases, these forward -looking statements can be identified by words or phrases such as “forecast”, “target”, “goal”, “may”, “m ight”, “will”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “indicate”, “seek”, “believe”, “predict”, or “likely”, or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The Company has based these forward-looking statements on its current expectations and projections about future events and financial trends that it believes might affect its financial condition, results of operations, business strategy and financial needs. These forward -looking statements include, among other things, statements relating to the Company’s financial position, business strategy, declaration and payment of dividends, intended go -forward dividend policy, the ongoing sale process for the Company and other strategic alternatives available to the Company in order to maximize shareholder value , the Company’s capital allocation priorities, including its focus on debt reduction and capital reinvestment, growth strategies, addressable markets, and expectations regarding the sufficiency of available cash and cash from operations to meet future capital requirements. In addition , information regarding the Company’s expectations of future results, performance, achievements, prospects or opportunities or the markets in which the Company operates is forward-looking information. Forward-looking statements are based on certain assumptions and analyses made by the Company in light of management’s experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate and are subject to risks and uncertainties. The key assumptions underlying the forward-looking statements contained herein include, but are not limited to , that: (i) the Company’s results of operations will continue as expected, (ii) the Company will continue to effectively execute against its key strategic growth priorities, (iii) the Company will continue to retain and grow its existing customer base and market share, (iv) the Company will be able to take advantage of future prospects and opportunities, (v) there will be no changes in legislative or regulatory matters that negatively impact the Company’s business, (vi) current tax laws will remain in effect and will not be materially changed, (vii) economic conditions will remain relatively stable throughout the period, (viii) the industries Dye & Durham operates in will continue to grow consistent with past experience, (ix) exchange rates will be approximately consistent with current levels, (x) the Company’s expectations regarding its debt reduction strategy will be met, and (xi) interest costs will continue to decrease, reducing the Company’s net interest payments going forward. Although the Company believes that the assumptions underlying these statements are reasonable as of the date of this AIF, they may prove to be incorrect and there can be no assurance that actual results will be consistent with these forward -looking statements. Given these risks, uncertai nties and assumptions, readers should not place undue reliance on these forward -looking statements. Whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown r isks, uncertainties, assumptions and other factors, including but not limited to those listed in this AIF under “Risk Factors”, which factors should not be considered exhaustive and should be read together with the other cautionary statements in the Company’s disclosure documents.

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- 2 - If any of these risks or uncertainties materialize, or if assumptions underlying the forward -looking statements prove incorrect, actual results might vary materially from those anticipated in those forward-looking statements. Although the Company bases these forward -looking statements on assumptions that it believes are reasonable when made, the Company cautions readers that forward -looking statements are not guarantees of future performance and that its actual results of opera tions, financial condition and liquidity and the development of the industry in which it operates may differ materially from those made in or suggested by the forward -looking statements contained in this AIF. In addition, even if the Company’s results of o perations, financial condition and liquidity and the development of the industry in which it operates are consistent with the forward -looking statements contained in this AIF, those results or developments may not be indicative of results or developments in subsequent periods. Given these risks and uncertainties, investors are cautioned not to place undue reliance on these forward -looking statements. Any forward-looking statement that is made in this AIF speaks only as of the date of such statement, and the Company undertakes no obligation to update any forward-looking statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments, except as required by applicable securities laws. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.

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- 3 - CORPORATE STRUCTURE Name, Address and Incorporation The Company is a corporation incorporated under the OBCA on June 26, 2020. The Company’s head and registered office is located at 1100-25 York Street, Toronto, Ontario M5J 2V5. Intercorporate Relationships The following chart identifies the Company’s material subsidiaries (including jurisdiction of formation or incorporation of the various entities) as of the date of this AIF. Dye & Durham Limited (Ontario) Dye & Durham Corporation (Ontario) Dye & Durham Holdings Pty Ltd (Australia) Dye & Durham Australia Pty Ltd (Australia) Dye & Durham Information Pty Limited (Australia) 100% Dye & Durham (UK) Holdings Limited (England and Wales) Dye & Durham (UK) Limited (England and Wales) 100% 100% 100% 100% 100%

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- 4 - GENERAL DEVELOPMENT OF THE BUSINESS Dye & Durham’s vision is to be the world leader in legal technology, enabling law firms to operate more efficiently and profitably and helping them achieve more growth with less effort. The Company leverages the businesses it has acquired and integrated over the years into its cloud-based platform (the “Platform”) in order to scale, deliver better performance and drive synergies. The Company’s business plan is focused on stabilizing and optimizing its existing operations, improving customer retention and satisfaction, and pursuing disciplined organic growth. The Company intends to enhance customer value through targeted product imp rovements and technology investments that respond to evolving customer needs. Its priorities include reducing customer churn, pursuing customer win -backs and new business opportunities, improving operating efficiency, and optimizing the Platform to support sustainable long-term growth. Since 2013, management has worked to transform Dye & Durham into a leading legal technology company. Today, the Company provides users access to a cloud-based Platform which acts as an all-in-one solution for the automation of the process of public records due diligence searches, document creation and electronic records filings. On July 17, 2020, the Company completed its IPO and secondary offering of its Common Shares (the “ Common Shares”), following which the Common Shares began trading on the Toronto Stock Exchange (the “TSX”) under the symbol “DND”. Immediately prior to the closing of the IPO, all of the pre -existing operations of Dye & Durham Corporation were organized under Dye & Durham Limited. In Fiscal 2024, the major developments of the Company were as follows: • In July 2023, the Company announced that, as of June 30, 2023, its contracted annually recurring revenue (“ ARR”) had surpassed $100 million, which represented a $33 million increase in the Company’s ARR recorded as of March 31, 2023. ARR growth continued throughout Fiscal 2024 and, as of the fourth quarter of Fiscal 2024, the Company’s ARR was $136.7 million. • On August 3, 2023, the Company closed its sale of TM Group to Aurelius. • On October 25, 2023, the Company announced a substantial issuer bid under which the Company offered to repurchase for cancellation up to $ 160 million in principal amount of its 2026 Debentures. The bid expired on January 15, 2024. On e xpiry, the Company (i) paid $36.1 million in cash in consideration of $48 million in principal amount 2026 Debentures for which a cash consideration election was made, and (ii) issued $14 million in principal amount of 6.50% senior unsecured extendible convertible debentures of Dye & Durham due November 1, 2028 (the “ 2028 Debentures”) in consideration of $112 million in principal amount of 2026 Debentures for which a 2028 Debenture election was made. On November 6, 2023, the Company announced the closing of its private placement of $20.4 million principal amount of 2028 Debentures , which was conducted in conjunction with the aforementioned substantial issuer bid. • On January 17, 2024, the Company announced a bought deal offering of Common Shares (the “ 2024 Bought Deal”). The 2024 Bought Deal closed on February 6, 2024. Pursuant to the 2024 Bought Deal, the Company issued a total of 11,960,000 Common Shares at a price of $12.10 per Common Share for gross proceeds to the Company of approximately $145 million. The Company undertook the 2024 Bought Deal primarily to reduce its outstanding debt to a level that would allow it to pursue a total debt refinancing, which successfully occurred pursuant to the Refinancing Transactions (as defined below) in April 2024. On February 8, 2024, the Company paid down the entirety of the outstanding balance of its Revolving Facility using a portion of the net proceeds from the 2024 Bought Deal. • On March 15, 2024, the Company announced that it had recently received a letter requisitioning a meeting of the Company’s shareholders from Engine Capital LP (“ Engine”), which special meeting was ultimately not held.

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- 5 - • On April 11, 2024, the Company announced the closing of certain refinancing transactions, which consisted of: (i) approximately $760 million (US$555 million) aggregate principal amount of 8.625% senior secured notes due 2029 (the “Senior Secured 2029 Notes”) issued pursuant to an indenture (the “2029 Notes Indenture ”); (ii) approximately $479 million (US$350 million) aggregate principal amount senior secured term loan B facility (the “Term Loan B”); and (iii) $105 million revolving credit facility (the “New Revolving Facility” and, collectively with the Term Loan B, the “FY2024 Credit Facility”; the FY2024 Credit Facility, together with the Senior Secured 2029 Notes, the “Refinancing Transactions”). The Company placed $185 million of the proceeds from the Refinancing Transactions in an escrow account , which amount was held until the maturity date of the 2026 Debentures. In connection with the Refinancing Transactions, the Company repaid all amounts outstanding under the Ares Credit Facility. The Company entered into cross-currency swaps to mitigate exposure to currency and floating interest rate exposure in accordance with its risk management objectives. In Fiscal 2025, the major developments of the Company were as follows: • On July 5, 2024, the Company announced that director Leslie O’Donoghue resigned from the Board. • On October 30, 2024, the Company announced that Luke McCormick had been appointed to the Board. • On November 4, 2024, Engine nominated six candidates for election to the Board at the annual general meeting of shareholders to be held on December 17, 2024 (the “ 2024 AGM”), being Arnaud Ajdler, Hans T. Gieskes, Tracey E. Keates, Ritu Khanna, Anthony P. Kinnear, and Sid Singh. On November 19, 2024, the Company announced that it had accepted Engine’s nomination to nominate the aforementioned six individuals as directors at the 2024 AGM. • On November 5, 2024, Canada’s Competition Bureau (the “Bureau”), as per its normal course practice, obtained a court order for the Company to produce records and provide written responses by February 15, 2025, with respect to the Bureau’s investigation into the Company's position in the conveyancing software market. • On November 26, 2024, the Board announced that Matthew Proud decided to step down from his role as Chief Executive Officer of the Company and that Mr. Proud would remain in his role for approximately three months or until the Board-led search for his successor was completed. • On December 17, 2024, the Company announced that, based on a preliminary tabulation of proxies, its entire existing Board had resigned in connection with the 2024 AGM and that the Board had appointed Engine’s director nominees, being Arnaud Ajdler, Hans T. Gieskes, Tracey E. Keates, Ritu Khanna, Anthony P. Kinnear, Sid Singh and OneMove Capital Ltd. ’s (“OneMove”) director nominee, Eric Shahinian, to the Board. The Company also announced that its nominees to the Board, other than Mr. Shahinian, would not stand for election at the 2024 AGM. On December 17, 2024, the Company also announced the results of its 2024 AGM, namely that Arnaud Ajdler, Hans T. Gieskes, Tracey E. Keates, Ritu Khanna, Anthony P. Kinnear, Sid Singh and Eric Shahinian had been elected as directors of the Company. • On May 6, 2025, the Company announced the launch of an innovative automated error correction feature within its industry-leading CANACT BillPay platform. This advancement directly addressed a key recommendation from the Payments Canada task force on the mo dernization of bill payment services, resolving long-standing inefficiencies and significantly improving the experience for millions of Canadian users. With this new feature, financial institutions and billers can now streamline and automate the complex pr ocess of managing bill payment corrections, reducing resolution times from weeks to just days. • On June 2, 2025, the Company announced the appointment of George Tsivin as Chief Executive Officer, Avjit Kamboj as Chief Financial Officer, and Nikesh Patel as Chief Product Officer.

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- 6 - In Fiscal 2026, in addition to those matters described under the heading “ Financial Reporting Delay & Credit Agreement Matters” below, the major developments of the Company were as follows: • On July 8, 2025, the Company announced that it ha d received a requisition from Plantro seeking a special meeting of shareholders for the purposes of reconstituting the Board (the “ Plantro Special Meeting Requisition”). • On July 29, 2025, the Company announced that its Board had initiated a review of strategic alternatives to maximize value for all shareholders. The review may include a sale of the Company, asset sales, recapitalizations or potential mergers. In connection with this announcement, the Company also announced that it ha d entered into a cooperation agreement with Plantro (the “Plantro Cooperation Agreement”) under which Plantro agreed to withdraw the Plantro Special Meeting Requisition. Pursuant to the Plantro Cooperation Agreement, David Danziger was appointed to the Board. A special committee of the Board was formed, which was tasked with leading the Company’s strategic review, of which Mr. Danziger was appointed chair. • On July 30, 2025, the Company announced that it had appointed Chris Louie as Chief Marketing Officer, Corey Banks as Chief Legal Officer, and Sandra Bell as interim Chief Financial Officer. The Company also announced that Ritu Khanna had stepped down from the Board and that Avjit Kamboj had ceased serving as Chief Financial Officer. • On October 7, 2025, the Company entered into a definitive agreement to sell its wholly -owned subsidiary, Credas Technologies Ltd. (“Credas”), to an established UK anti-money laundering software provider. The sale closed on January 6, 2026. Under the terms of the agreement, the Company received gross proceeds of approximately $146.3 million (GBP £77.8 million). On January 16, 2026, in accordance with the terms of the Senior Credit Agreement (as defined herein), the Company repaid $30.0 million on its New Revolving Facility (as defined herein). On January 26, 2026, the Company used US$27.3 million of the proceeds to reduce the amount outstanding under the T erm Loan B (as defined herein). The Company was required to use the remaining net proceeds to make an Excess Proceeds Offer (as such term is defined in the 2029 Notes Indenture (as defined herein)), in accordance with its obligations under the debt instruments. The Excess Proceeds Offer expired on March 9, 2026, and the Company announced the results of the Excess Proceeds Offer on March 12, 2026. • On November 20, 2025, Arnaud Ajdler, Sid Singh and Eric Shahinian resigned from the Board. Alan R. Hibben and the Company’s CEO, George Tsivin, were subsequently appointed to the Board on the same day. • On December 2, 2025, OneMove delivered a notice to the Company purporting to nominate certain individuals under the Advance Notice Provisions for election to the Board. On December 5, 2025, the Company entered into a settlement agreement with OneMove ( as amended, the “ Settlement Agreement”). Pursuant to the Settlement Agreement, OneMove agreed to withdraw its nomination of directors to the Board, and the following changes became effective on the same day: (i) Anthony Kinnear resigned from the Board, (ii) Edward Smith and Wendy Cheah joined the Board, and (iii) Edward Smith was appointed the Chair of the Board. • On December 29, 2025, the Company launched a sale process for both the Company as a whole and for its Canadian Financial Services Division. The Strategic Committee of the Board is overseeing the sale process. The Strategic Committee’s mandate is to explore, consider and conduct a review of strategic alternatives available to the Company in order to maximize shareholder value. The mandate specifically contemplates, among other things, pursuing a potential sale of the Company, a sale of non-core assets, and other available alternatives involving proposals from third parties. • On December 30, 2025, David Danziger resigned from the Board. • On January 6, 2026, Norman Findlay was appointed to the Board. • On January 27, 2026, the Company temporarily increased the number of directors on the Board to eight until the annual general meeting for Fiscal 2025 (the “2025 AGM”) and appointed Allen Taylor to the Board.

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- 7 - • The 2026 Debentures were fully repaid on March 1, 2026. • On March 4, 2026, the Company held the 2025 AGM at which the Company nominated the following directors to the Board: Edward Smith, Alan Hibben, George Tsivin, Norman Findlay, Allen Taylor, Angela Zhang, and Wendy Cheah . Each of the aforementioned nominee directors were elected as directors of the Company for a term expiring at the conclusion of the next annual general meeting of shareholders of the Company, or until their successors are elected or appointed. • On March 31, 2026, the Company announced that the Board had approved the adoption of a shareholder rights plan pursuant to a shareholder rights plan agreement entered into with Computershare Investor Services Inc., as rights agent, dated March 31, 2026 (the “SRP”). The Company held a special meeting of shareholders on June 9, 2026 in respect of the SRP, at which the Company’s shareholders approved the SRP. • On May 19, 2026, the Company announced that the Board had elected to indefinitely suspend the declaration and payment of dividends (quarterly or otherwise) until further notice. The decision by the Board not to reinstate the declaration and payment of dividends was based on the Company’s capital allocation priorities, specifically the Company’s focus on debt reduction and capital reinvestment. The declaration and payment of future dividends, if any, is at the discretion of the Board and is subject to a number of factors, including the Company’s financial performance, cash flow requirements, debt covenants and other considerations the Board deems relevant. • On May 25, 2026, the Company announced that Mary Filippelli had been appointed Chair of the Board and that Edward Smith had resigned from the Board to facilitate Ms. Filippelli’s appointment. In addition, the Company announced that Tyler Proud had joined the Board as OneMove’s Board nominee, replacing Wendy Cheah, who had stepped down from the Board. In connection with Tyler Proud’s appointment to the Board, Mr. Proud and OneMove agreed to extend certain voting commitments and the standstill period under the Settlement Agreement. The Company also announced that Sandra Bell’s tenure as Interim Chief Financial Officer had concluded and that, effective immediately, Steve Waszak had been appointed as the new Interim Chief Financial Officer. • On June 8, 2026, the Company announced that Alan Hibben had resigned from the Board. • On June 23, 2026, the Company announced that George Tsivin was no longer serving as Chief Executive Officer or a member of the Board. The Board determined that, during the transitional phase, a sub -committee of the Board (the “ Transformation Committee ”) would assume the duties and responsibilities of the Office of the CEO and provide executive leadership for the Company. The Transformation Committee was chaired by Tyler Proud and included Mary Filippelli and Angela Zhang. • On August 31, 2026, the Company announced the appointment of Todd Schulte as interim Chief Executive Officer. In light of Mr. Schulte’s appointment, the Transformation Committee was dissolved. The Company also announced that Mary Filippelli had stepped down from the Board and that Angela Zhang, an existing director, had been appointed as Chair of the Board. Financial Reporting Delay & Credit Agreement Matters On September 29, 2025, the Company failed to file the audited consolidated financial statements for the fiscal years ended June 30, 2025 and 2024 (the “Audited Consolidated Financial Statements”) on SEDAR+ or with the lenders within the timeline required under securities regulations in Canada and as required under the Company’s senior credit agreement (the “Senior Credit Agreement”) and the 2029 Notes Indenture. Prior to this date, on September 26, 2025, the Company obtained a waiver under the Senior Credit Agreement for a filing extension to file the Audited Consolidated Financial Statements to December 1, 2025 to avoid triggering a ‘technical default’ and a 30 -day cure period (the “Initial Waiver”). On September 30, 2025, the Ontario Securities Commission (“ OSC”) issued a temporary management cease trade order (“MCTO”) in connection with the delayed filing of the Audited Consolidated Financial Statements and other financial disclosures required (collectively the “Required Filings”) in accordance with National Instrument 51-102 – Continuous Disclosure Requirements, which prohibited the Company’s CEO and CFO from trading in and acquiring, whether directly or indirectly, securities of the Company until two full business days following receipt by the OSC of the Required Filings. At the application of the Company, the OSC granted an extension of the MCTO until December

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- 8 - 13, 2025 to complete and file the Required Filings (the “MCTO Deadline”). The MCTO did not trigger any defaults under the Senior Credit Agreement or any other debt document. On October 28, 2025, the Company received a notice from the administrative agent under the Senior Secured 2029 Notes of a ‘technical default’ for its failure to file the Audited Consolidated Financial Statements, which ‘technical default’ was subsequently cured. Under the 2029 Notes Indenture, an ‘event of default’ would not occur until February 26, 2026. Given the time before an ‘event of default’ would have occurred, the Company elected not to seek a waiver under the 2029 Notes Indenture. However, because the Company did not file the Audited Consolidated Financial Statements by December 27, 2025, the interest rate on the Senior Secured 2029 Notes increased by 25 basis points from such date until January 31, 2026, the date on which the Company filed the Aud ited Consolidated Financial Statements. On November 14, 2025, the Company failed to file the Financial Statements for the first quarter of the 2026 fiscal year ending June 30, 2026 (the “ Q1 2026 Financial Statements ”) on SEDAR+ or with the lenders in the timeline required under securities regulations in Canada and as required under the Senior Credit Agreement. The Initial Waiver obtained by the Company did not include a filing extension for the Q1 2026 Financial Statements, therefore the non- filing triggered a ‘technical default’ and a 30 -day cure period that would have expired on December 18, 2025. If the Q1 2026 Financial Statements were not filed by December 18, 2025 , or if the Company did not obtain a waiver, the Company would have been in an ‘event of default’ under the Senior Credit Agreement. On December 1, 2025, the Initial Waiver expired resulting in a ‘technical default’ on the Audited Consolidated Financial Statements when the Company failed to file the Audited Consolidated Financial Statements with the lenders. The non-filing triggered a second 30-day cure period. If the Audited Consolidated Financial Statements were not filed by January 2, 2026, or if the Company did not obtain a further waiver, this would have also resulted in an ‘event of default’ under the Senior Credit Agreement. On December 15, 2025, as the Company was not able to file the Required Filings by the MCTO Deadline, the OSC ordered that the MCTO be revoked and concurrently issued a failure-to-file cease trade order (“FFCTO”) pursuant to National Policy 11-207 – Failure to File Cease Trade Orders and Revocations in Multiple Jurisdictions. The FFCTO prohibited the trading by any person of all securities of the Company in each jurisdiction in Canada, with certain exceptions in foreign markets, for as long as the FFCTO remained in effect. The FFCTO remained in effect until the Required Filings were filed. The FFCTO did not trigger any default under the Senior Credit Agreement or any other debt arrangements. On December 17, 2025, the Company received another waiver and amendment from its lenders under the Senior Credit Agreement for a filing extension to avoid triggering an ‘event of default’. Pursuant to the terms of the amendment to the Senior Credit Agreeme nt containing the waiver, among other things, (a) the Company had until February 17, 2026 to file its Audited Consolidated Financial Statements and Q1 2026 Financial Statements, (b) the definition of “Change of Control” in the Senior Credit Agreement was amended to eliminate the carveout for existing insiders to acquire the Company without it being considered a “Change of Control” and (c) any subsidiary that the assets of the Company’s Financial Services Business are contributed into is required to be joined as a “Guarantor” for the purposes of the Senior Credit Agreement, and any net cash proceeds from the sale or initial public offering of such business must be applied in accordance with the asset sale sweep mandatory prepayment provisions set out in the Senior Credit Agreement. In connection with the amendment, the Company agreed to pay a consent fee to its senior lenders that consented to the amendments. On December 23, 2025, in connection with the 2025 AGM, the Company announced it was unable to satisfy the requirements of the previously granted order of the Ontario Superior Court of Justice to hold the Meeting on December 31, 2025. The 2025 AGM was subsequently held on March 4, 2026. On January 31, 2026, the Company filed on SEDAR+ the Audited Consolidated Financial Statements. On January 31, 2026, the Company filed the Q1 2026 Financial Statements and all other financial disclosure required by the OSC to remove the FFCTO, which were subsequently refiled to make minor corrections. The filings eliminated any potential ‘technical defaults’ related to the Senior Credit Agreement and cured the ‘technical default’ under the 2029 Notes Indenture in respect of such filings. On February 6, 2026, the OSC revoked the FFCTO, and trading of the Common Shares on the TSX resumed on February 9, 2026.

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- 9 - DESCRIPTION OF THE BUSINESS Overview Dye & Durham provides premier practice management solutions , empowering legal professionals every day to effortlessly run their practice. The Company also seamlessly delivers vital data insights to leg al professionals to support risk management decision-making for corporate and property transactions, and operates digital infrastructure trusted by governments and financial institutions that enables essential payment transactions and supports the home buying journey. Dye & Durham is one of the world’s largest providers of cloud-based legal practice management software (“LPMS”), designed to make managing a law firm, organizing cases, and collaborating with clients easy. The Company also provides missio n-critical systems that help its clients manage risk through access to proprietary sources of non - discretionary d ata needed for transactions. Additionally, the Company operates an infrastructure -like financial technology business that serves financial institutions across Canada and Australia, providing critical technology and products which support esse ntial front -end (i.e., customer -facing) and back -end functions , including pa yments, information services, property settlements and core banking infrastructure. Dye & Durham primarily sells and markets software to small and medium sized law firms globally. In the regions where the Company operates, law firms and legal professionals are often involved in the process of selling and purchasing real property. Therefore , one of the most common matter s the Company’s customers handle is advising clients on the purchase and sale of real property. Other common matters the Company’s customers handle include wills, estates, litigation, family law, mergers and acquisitions, restructurings, and corporate due diligence. Dye & Durham is strategically positioned at the forefront of the global legal technology sector, targeting a rapidly evolving market that is expected to double by 2030. Its mission -critical software solutions enable legal practices to seamlessly modernize and digitize their operations through streamlined workflows delivered via central dashboards with single sign -on and software interoperability. By addressing the increasing need for integrated practice management and non-discretionary data applications, Dye & Durham provides firms with the tools needed to conduct due diligence and regulatory filings more efficiently. The Company’s value creation strategy is to focus on providing the interoperability law firms need across these critical functions. Dye & Durham’s go -to-market strategy is centered on three priorities: first, driving growth by acquiring new customers in the Company’s core and adjacent markets; second, deepening relationships with existing customers by expanding the range and value of services they utilize; and third, reducing churn by ensuring high customer satisfaction and strengthening long-term engagement. Together, these efforts are designed to deliver sustainable revenue growth and increase the lifetime value of the Company’s customer base. Following a period of rapid inorganic growth, the Company is now focusing on charting a different path to create long-term sustainable growth and enhance shareholder value. The Company is committed to creating sustainable growth by getting back to the business basics, namely prioritizing customer service and the delivery of innovative and trusted products. The Company’s go -forward strategy is anchored by three pillars: (i) Customers First, (ii) Product Transformation and (iii) Portfolio Optimization. With respect to Customers First, the Company has engaged with thousands of customers to inform its go -forward strategy and has reintroduced the Company’s “Net Promoter Score” program to ensure that the voice of the customer is embedded within the Company’s organization. The Company has also invested in its service and support teams, resulting in a greater than 75% improvement in e-mail response times. The Company launched Zendesk, a customer service platform, which has improved phone response times by more than 85%. Moreover, the Company created a regional organizational structure to deepen relationships with customers in its primary markets and to promote local market accountability. With respect to Product Transformation, the Company launched a redesigned Unity interface that significantly enhances usability and navigation for its users. Notably, mo re than 100 improvements have been made to the Company’s existing products to enhance usability, functionality, and overall experience.

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- 10 - With respect to Portfolio Optimization, the Company has strategically halted all mergers and acquisitions to concentrate on its operational execution. The strategy prioritizes organic growth and operational excellence, ensuring the Company remains the partner of choice for the legal community. At its core, the strategy places customers at the center of every decision, ensuring that the Company keeps its promises and meets its clients’ needs. The Company is leveraging artificial intelligence (“AI”) to improve code quality and speed up the delivery of new features, while also partnering with customers to introduce AI-enabled features that enhance product usability and insights. To capitalize on market opportunity, Dye & Durham has consolidated a wide range of solutions into a unified, global platform under a common brand. This platform sits at the intersection of practice management, data insights and due diligence applications g lobally, providing legal professionals with easy access to multiple tools through a single interface. This integrated approach enhances efficiency and reduces complexity, positioning the Company to capture market share and deliver sustainable growth. Dye & Durham offers two core product lines: • Legal Software Business, which is made up of: o Legal Practice Management: The Company’s market-leading practice management software lets legal professionals execute transactions with reliability, security and ease. The Company’s software is purpose-built to connect parties in any transaction, and to empower lawyers and their teams to get more done in less time, driving productivity and enabling them to grow and manage their practice. o Data Insights & Due Diligence : The Company connects a global network of professionals with critical information through a mix of public records and proprietary data to create legal due diligence reports that enable users to make inform ed decisions with confidence. The Company enables the simplified and secure production and management of corporate records, offer s real-time access to official public records in a single location, delivers land and property reports as part of conveyancing matters and give s legal professionals the tools they need to create and register new companies, ensuring efficiency and compliance for their clients. • Financial Technology Business : The Company’s financial technology business provides infrastructure technology that facilitates bill and tax payments and enables digital mortgage processing, as well as an integrated information search and managed banking services. Its customers include many of the largest financial institutions in Canada and Australia. The Company’s technology offers best -in-class digital infrastructure to most major Canadian and Australian lenders, providing critical technology and products which support essential functions like payments, information services, property settlements and core banking infrastructure. The business has trusted, long -term relationships with leading financial institutions globally and represents an opportunity for the Company to generate more cash in the near term. Dye & Durham believes that by providing leading-edge proprietary technology coupled with exceptional client service, it can make what are often time-consuming legal processes, mainly dealt with by support staff in law firms or administrative staff in large financial service institutions, easier to manage an d more efficient. This frees up the Company’s customers’ capacity to focus on higher-value, higher-margin work and the growth of their business. As of June 30, 202 6, t he Company had approximately 1,059 employees with operations in Canada, the United Kingdom, Ireland, Australia, and South Africa. The Company’s strong and diversified base of blue -chip customers includes some of the world’s best-known law firms, financial service institutions, and government organizations, as well as sole-practitioner law firms and small businesses. Dye & Durham has four reportable segments based on the regional geographic areas in which it operates: Canada, United Kingdom and Ireland, Australia, and South Africa . Each reportable segment offers a combination of the Company’s Legal Technology products and services, including legal practice management, legal accounting, due diligence, information and registry services, entity management, and transaction workflow solutions. The Company’s Financial Technology products and services, which primarily comprise payment infrastructure and related workflow solutions, are offered in Canada and Australia. For Fiscal 2026, the Company generate d approximately 58% of its revenue in Canada, approximately 23% of its revenue from the United Kingdom and Ireland, approximately 17% of its revenue from Australia, and approximately 2% of its revenue from South Africa. For additional information on the

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- 11 - Company’s reportable segments, please refer to note 25 of the Company’s audited consolidated financial statements for the fiscal years ended June 30, 2026 and 2025, which is available on SEDAR+ at www.sedarplus.ca. Since its IPO in July 2020, as of June 30, 202 6, Dye & Durham has deployed approximately $1.96 billion on acquisitions. In addition to growth through acquisitions, a key item in the Company’s growth strategy includes pursuing organic growth driven by, among other things, product enhancements, including the Unity platform. Pursuing organic growth serves to create broader client relationships and concurrently broadens the Company’s customer base. Industry Overview The Company’s main addressable market is the rapidly growing global legal industry, which is currently undergoing a digital transformation . In recent years, law firms have increasingly moved away from legacy and paper -based processes to digital and cloud-based solutions. Legal technology providers offer industry-specific digital solutions that improve the productivity and efficiency of law firms and legal and compliance departments. These providers have enabled law firms to use digital automation to complete what were previously manual tasks, such as public records searches and registrations. Dye & Durham serves three core industry segments: Legal Practice Management; Data Insights & Due Diligence; and Financial Technology. Legal Practice Management Dye & Durham is a global leader in the LPMS market and conveyancing workflows, enabling customers to reliably, securely and easily execute transactions. While digitization has accelerated, for many law firms, all manner of client case files and transactions still involve a significant amount of paper-based processes and manual data and information entry, which drags on productivity and growth. The digital transformation of the legal industry continues to represent a significant opportunity for business technology companies like Dye & Durham. Dye & Durham pursues a global strategy to build a transformational platform for legal practice and case management, with integrated due diligence and complete with a unified client back office, billing and administration. Unity, Dye & Durham’s flagship software product for legal professionals utilizes the value of its acquired data and due diligence assets, software services and customers through a single, purpose-built solution, tailored to each jurisdictional market. Unity connects parties in a transaction, empowering lawyers and their teams to get more done in less time, driving productivity and enabling them to grow and more effectively manage their practice . The key capabilities of the Company’s LPMS include (i) matter management , (ii) legal matter specific workflow , (iii) client relationship management, (iv) trust and firm accounting, (v) document management and (vi) client intake. Data Insights & Due Diligence The Company’s Data Insights & Due Diligence business provides due diligence searches, which are an essential component of most mergers and acquisitions, financing and restructuring transactions as well as the process of transferring ownership in real prope rty, mortgaging real property, and registering claims and liens against real property. In the course of a due diligence undertaking, law firms and lenders often order a series of public records searches in an effort to verify third -party information and reduce transaction risk. While the type and volume of searches varies depending on the characteristics of each transaction, the majority of these searches are of public records maintained by provincial and state or federal and central government agencies, or other similar central ized record- keeping systems. In commercial transactions , due diligence searches help the involved parties verify the operational status of a corporation, produce historic and current information on a corporation existing in that jurisdiction, provide information on outstanding registered liens on personal property (as well as information on bankruptcies and insolvencies ) and historic litigation. Typically ordered by administrative staff in law firms or financial service institutions administration staff, the information produced from due diligence searches provides transacting parties with valuable counter -party information that is maintained by and produced from trusted third-party sources.

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- 12 - In Canada, Australia, the United Kingdom and Ireland, legal due diligence searches are often performed in connection with the purchase or financing of real estate to check or verify material information about a property. Although the scope and process of r eal estate due diligence changes from jurisdiction to jurisdiction, one commonality in all Canadian jurisdictions, Australia, the United Kingdom and Ireland is the title search component. A title search is often the first due diligence search undertaken in connection with a real estate purchase or financing. Title searches ensure that the seller has the legal right to sell the property, and that there are no oth er encumbrances on the property (such as liens or mortgages), or property line issues that could impact title to the acquired property. Based on what is on the title search, administrative staff in law firms (most often) will undertake additional due diligence that includes (varying by jurisdiction) searches for financial charges which are registered against the property, planning matters, environmental and flood, drainage an d water, local taxes, condominium and strata information, planning and road certificates and many others. Financial Technology Dye & Durham provides best-in-class digital infrastructure to most major Canadian and Australian banks and lenders across lending technology payments and managed banking services. The Company has established reliable long-term relationships with leading financial institutions globally by assisting with the digitization of critical payment, core banking applications and property settlement infrastructure. Specifically, the Company provides critical technology and products which support essential front-end (i.e., customer facing) and back-end uses, including payments, information services and property information settlements and core banking infrastructure. Competition Legal Practice Management and Conveyancing Workflow The Company’s principal Legal Practice Management and conveyancing workflow competitors in the small and medium-size law segment are LEAP Legal Software, Clio, Actionstep, The Access Group, Advanced Legal, LawyerDoneDeal Corp, PracticeEvolve, Closer, Goveyance, and Osprey. Data Insights & Due Diligence In Canada, the Company’s principal competitors in its Data Insights & Due Diligence industry vertical primarily exist in the commercial law segment, which the Company also refers to as business law. Data Insights & Due Diligence in the real estate segment co-exists within the Real Estate and Practice Management industry vertical . In Canada, the Company’s principal competitors within this industry vertical are ESC Corporate Services Ltd. (a subsidiary of Information Services Corporation) and local independent registry agents. In the United Kingdom and Wales, the Company’s major competitors in its Data Insights & Due Diligence industry vertical (namely within the public records search subsection of the industry) are SearchFlow Limited, TM Group and InfoTrack Ltd., as well as many regional search providers who have extensive local knowledge. In Australia, the Company’s major competitors in its Data Insights & Due Diligence industry vertical are InfoTrack Ltd., Equifax and Illion. Intellectual Property Dye & Durham protects its proprietary rights through a combination of copyright, trademark and trade secret laws as well as contractual provisions. The source code for its software is generally protected under Canadian and U.S. copyright laws. Dye & Durham also seeks to avoid disclosure of its intellectual property and proprietary information through its general practice of requiring employees and consultants to execute non -disclosure and assignment of intellectual property agreements. Such agre ements require employees and consultants to assign to the Company all intellectual

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- 13 - property developed in the course of their employment or engagement, as applicable, and to keep information relating to the Company confidential. The Company also uses non -disclosure agreements to govern interaction with business partners and prospective business partners and other relationships where disclosure of proprietary information may be necessary. Sales and Marketing The Company’s sales, marketing and client management functions are designed to support a cloud-based, transaction- based and contracted-revenue business model. These functions are focused on the development of new business from new legal and financial services clients who do not use the Company’s product offerings, and existing clients who are identified as having additional incremental revenue potential for cross-selling opportunities. The sales process is consultative and focused on showcasing how the Company’s software delivers value, solves customer problems and enables users to drive greater efficiency and growth. Customers receive in-person or online presentations demonstrating the benefits of the Company’s products relative to alternatives. The sales approach begins with awareness and trial and progresses to regular utilization by a core client. The sales cycle varies in length and complexity and is often based on its clients’ size, specialties and whether the particular client is a new or existing client. Products are sold either on a pay -as-you-go basis or on multiyear contracts, driving the Company’s ARR over time. ARR is composed of either revenue based on a per user model or a minimum spend model. The Company also regularly leverages content, public relations, digital marketing strategies and event and media sponsorships around the world to drive awareness of its products and brand. Dye & Durham utilizes a client management process (managed by a team referred to as the “Client Success Team”) that begins once the client agrees to adopt the software. The Client Success Team becomes the main point of client contact and focuses on the implementation and consistent use of the Company’s products. The team provides ongoing training and support, and monitors the Company’s customer base to identify clients that have notable variances in usage. The Client Success Team is responsible for strategies to reduce lapsed accounts and develop win-back strategies for clients who have reduced transaction volume. Employees As at June 30, 2026, the Company had approximately 1,059 full-time employees, 331 of which are located in Canada, 292 of which are located in the United Kingdom, 48 of which are located in Ireland, 232 of which are located in Australia, and 156 of which are located in South Africa, all of which are non-unionized. Facilities Dye & Durham’s headquarters are in Toronto, Ontario. The Company also has principal offices in Vancouver and Montreal in Canada; Barnsley and London in the United Kingdom; Dublin in Ireland; Sydney, Melbourne and Brisbane in Australia; and Johannesburg and Cape Town in South Africa, with additional regional offices in the jurisdictions within which it operates. The Company believes that its current facilities are adequate to meet its ongoing needs for the near and mid -term and that, if it requires additional space, it will be able to obtain additional facilities on commercially reasonable terms. Regulatory Environment Dye & Durham and its subsidiaries operate within a complex global regulatory framework that includes substantial government oversight, restriction and control. The applicable regulatory framework includes foreign investment and financial services regulation, among other areas. The Company provides payment processing and related services in certain jurisdictions in which it operates and is subject to various financial services-related regulations and oversight, including anti-money laundering and counter-

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- 14 - terrorist financing regulations. In Canada, the Retail Payments Activities Act (“RPAA”) came into force in November 2024, which applies to entities performing retail payment functions and, among other things, requires that such entities register with the Bank of Canada. The Company is required to comply with the RPAA and is registered with the Bank of Canada. The Company’s subsidiary in the UK is subject to regulatory regimes, including, among others, (i) His Majesty’s Revenue and Customs, which regulates the Company’s formations business as a trust and company service provider for anti-money laundering, and (ii) the FCA, which regulates the Company’s activities as appointed representatives of an authorized firm or as a payment services directive agent of a registered payment institution. The Company’s subsidiary in the UK that provides certain account information services and payment initiation services to its UK customers is registered as an agent of an electronic money firm (“EMF”) that is authorized with the FCA under the Payment Services Regulations 2017. In such capacity, the Company’s UK subsidiary is authorized to act as an agent of the EMF in carrying out account information services and payment initiation services that are regulated by the FCA under the EMF’s license with the FCA. Dye & Durham is also subject to applicable Canadian and foreign privacy laws regarding the collection, use, disclosure and protection of client and employee data. Among other things, Canada’s federal Personal Information Protection and Electronic Documents Act (“PIPEDA”) and its provincial counterparts, govern the collection, use and disclosure of personal information in the course of commercial activities by private sector organizations in Canada. In addition, personal information protection legislation regulates the Company’s handling of employee personal information. PIPEDA and its provincial counterparts impose various obligations on the Company and restrict the Company’s use of personal information to the purposes for which it was originally collected or for other specific purposes specified in the applicable legislation. Dye & Durham, through its UK and Irish operations, is subject to the European Union General Data Protection Regulations (“GDPR”) enshrined in the United Kingdom Data Protection Act 2018. These laws protect all use of data by “controllers” and “processors” by placing specific legal obligations on the use of personal data whether external or internal. Dye & Durham, through its Australian operations, is subject to the Privacy Act 1988 (Cth) and the Australian Privacy Principles. These laws regulate the Company’s handling of personal information and restrict the Company’s use of personal information to the purposes for which it was originally collected or for other specific purposes specifie d in the applicable legislation. Dye & Durham, through its South African operations, is subject to the Protection of Personal Information Act 4 of 2013. These laws regulate the processing of personal information that is entered into a record pertaining to natural living persons as well as existing legal persons.

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- 15 - BORROWING AND CREDIT FACILITIES Credit Facilities On April 11, 2024, the Company closed on its Refinancing Transactions, which consisted of: (i) the Senior Secured 2029 Notes; (ii) the Term Loan B f acility; and (iii) the New Revolving Facility . On closing of the FY2024 Credit Facility, the Company received total gross proceeds of $1,230.7 million from the Senior Secured 2029 Notes and Term Loan B, and incurred financing fees of $39.4 million. The Company placed $185 million of the proceeds from the Refinancing Transactions in an escrow account, which was held until the maturity date of the 2026 Debentures. In connection with the Refinancing Transactions, the Company repaid all amounts outstanding under the Ares Credit Facility. The remaining proceeds from the FY2024 Credit Facility are being, and will be, used to finance working capital needs and for general corporate purposes. The Company entered into cross -currency swaps to mitigate exposure to currency and floating interest rate exposure in accordance with its risk management objectives. The Senior Secured 2029 Notes bear an interest rate of 8.625% per year, payable semi -annually. The Term Loan B facility bears a floating interest rate equal to the Secured Overnight Financing Rate subject to a 1.00% floor plus an applicable margin of 4.25% plus a specified credit spread adjustment. The applicable margin will be reduced by 25 basis points upon achievement of a specified first lien net leverage ratio . Principal repayments of $1.2 million (USD $0.9 million) are due on a quarterly basis on the Term Loan B beginning from December 31, 2024. However, as a result of the accelerated principal prepayments made to the Term Loan B using the proceeds from the disposition of Credas, the Company’s remaining scheduled quarterly amortization installments of USD $0.9 million have been fully satisfied for the remaining term of the facility. Accordingly, the Company’s sole ongoing debt service obligation under the Term Loan B is the payment of interest as it falls due, with no further principal repayment obligations prior to the maturity date of the Term Loan B. The Senior Secured 2029 Notes have a maturity date of April 15, 2029, the New Revolving Facility has a maturity date of April 11, 2029 and the Term Loan B has a maturity date of April 11, 2031. The maturities of the Term Loan B facility and the New Revolving Facility are subject, in each case, to a springing maturity of 91 days prior to the maturity date of the Senior Secured 2029 Notes if the Senior Secured 2029 Notes have not been repaid in full, extended, refinanced or replaced on or prior to such date. The Senior Secured 2029 Notes are guaranteed on a senior secured basis by Dye & Durham and by all wholly owned subsidiaries of Dye & Durham that guarantee the Company’s FY2024 Credit Facility. The FY2024 Credit Facility is secured by a first ranking security over certain present and after-acquired property of the Company and certain of its subsidiaries. The FY2024 Credit Facility contains customary mandatory prepayments, representations and warranties, positive and negative covenants and events of default, in addition to other customary provisions for credit agreements negotiated in the context of comparable transa ctions. As at June 30, 202 6, the Company was in compliance with its covenants.

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- 16 - Debentures As at the date of this AIF, the Company has 2028 Debentures outstanding. The 2028 Debentures were issued under and are governed by the Debenture Indenture. The following summary of the terms of the 2028 Debentures is subject to the detailed provisions of the Debenture Indenture and is qualified in its entirety by reference to the Debenture Indenture. The Debenture Indenture is available under the Company’s profile on SEDAR+ at www.sedarplus.ca. The following table sets forth: (i) the date upon which the 2028 Debentures are due (the “Debenture Maturity Date”); (ii) the semi-annual dates in each year upon which interest is payable; (iii) the conversion rights (which are subject to certain exceptions); and (iv) the date upon which the 2028 Debentures may be redeemed ( the “ Debenture Redemption Date”). Debenture Maturity Date Interest Payment Dates(1) Conversion Price per Common Share Conversion Rate per $1,000 Principal Amount Debenture Redemption Date 6.50% Convertible Unsecured Debentures due November 1, 2028 November 1, 2028 May 1 and November 1 $40 25 On and after November 1, 2026 Notes: (1) If any interest payment date does not fall on a business day, interest will be payable on the immediately following business day. Conversion Rights Each 2028 Debenture is convertible into Common Shares at the option of the holder at any time prior to the close of business on the earliest of (i) the business day i mmediately preceding the Debenture Maturity Date; (ii) if called for redemption, the business day immediately preceding the date specified by the Co mpany for redemption of the 2028 Debentures; or (iii) if called for repurchase pursuant to a Change of Control (as defined in the Debenture Indenture), on the business day immediately preceding the date upon which the Company shall take up and pay for the 2028 Debentures in connection therewith, at the conversion price set forth above, subject to adjustment in certain events in accordance with the Debenture Indenture. Holders converting their 2028 Debentures will receive accrued and unpaid interest thereon for the period from the last interest payment date to but excluding the date of conversion. Notwithstanding the foregoing, no 2028 Debenture may be converted during the five business days preceding an interest payment date. Cash Conversion Option Upon conversion of the 2028 Debentures, in lieu of delivering Common Shares, the Company may elect, by written notice delivered to the debenture trustee within one business day of the conversion date, to pay cash to the holders that converted their 2028 Debentures (the “Cash Conversion Option”). If no election is made by the Company, Common Shares will be delivered on exercise of the conversion right as descr ibed under “Conversion Rights ” above. If the Company elects to use the Cash Conversion Option, settlement amounts under the Cash Conversion Option will be computed by paying cash to the converting holder of 2028 Debentures in an amount equal to the sum of the Daily Conversion Values (as defined in the Debenture Indenture) for each of the 10 con secutive trading days during the related Observation Period (as defined in the Debenture Indenture). Pursuant to the Cash Conversion Option, the Company will pay cash to the holders that converted their 2028 Debentures as soon as practicable and, in any event, no later than the third business day following the last day of the related Observation Period.

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- 17 - Any payments made pursuant to the Cash Conversion Option are subject to the subordination provisions contained in the Debenture Indenture as though such payments were payments of principal or interest on the 2028 Debentures. In addition, notwithstanding any election by the Company to use the Cash Conversion Option or any election by a holder of 2028 Debentures to convert 2028 Debentures into Common Shares, the Cash Conversion Option shall be immediately suspended if any payment pursuant to the Cash Conversion Option would violate the subordination provisions of the Debenture Indenture and any holder who converted their 2028 Debentures shall receive Common Shares in accordance with the procedures outlined under “Conversion Rights” above. Redemption Rights The 2028 Debentures will not be r edeemable prior to the Debenture Redemption Date , except in the event of the satisfaction of certain conditions after a Change of Control (as defined in the Debenture Indenture) has occurred. On and after the Debenture Redemption Date and prior to the Debenture Maturity Date, the 2028 Debentures will be redeemable by the Company, in whole or in part, from time to time, at a price equal to the principal amount thereof plus accrued and unpaid interest to, but excluding, the date of redemption on not more than 60 days’ and not less than 30 days’ prior written notice, provided that the Current Market Price (as defined in the Debenture Indenture) on the date on which notice of redemption is given is not less than 130% of the conversion price. In the case of redemption of less than all of the 2028 Debentures, the 2028 Debentures to be redeemed will be selected by the debenture t rustee on a pro rata basis or in such other manner as the d ebenture trustee deems equitable. The Company will have the right to purchase 2028 Debentures in the market, by tender or by private contract, subject to regulatory requirements, provided, however, that if an Event of Default (as d escribed and defined in the Debenture Indenture) has occurred and is continuing, the Company will not have the right to purchase 2028 Debentures by private contract. RISK FACTORS The Company’s business is subject to a variety of risks and special considerations. As a result, prospective investors in the Company should carefully consider the risks described below and the other information included in this AIF and any information gat hered as a result of the prospective investor’s own independent evaluation of the Company and its business before deciding to invest in the Common Shares. The following summary of “risk factors” does not purport to be exhaustive or to summarize all the risks that may be assoc iated with purchasing or owning Common Shares. Additional risks and uncertainties not presently known to Dye & Durham, or that it believes to be immaterial, may impair the Company’s business. Each potential investor is advised and expected to conduct its own investigation into the Company and to arrive at an independent evaluation of the investment. If any of the following risks actually occur, the Company’s business, financial condition and results of operations could suffer. In that case, the value of the Common Shares could decline, and the investor could lose all or part of its investment. Risks Related to Our Business and Our Industry Failure to successfully implement the Company’s growth strategy could reduce, or reduce the growth of, the Company’s revenue and net income. The Company’s growth strategy is focused on (a) pursuing accretive acquisitions and integrating acquired businesses; (b) broadening its customer base; (c) continuing to innovate and extend its platform with new product enhancements, features and functionality and realizing commensurate pricing changes; and (d) expanding within its existing customer base. The Company may not be able to achieve some or all of these objectives . The successful implementation of these growth strategies could depend on various factors, including: • levels of real estate, search and registration activity in current and future markets; • competition from other service providers in current and future markets; • identification of viable growth opportunities; • general economic and business conditions;

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- 18 - • ability to hire, train and retain qualified management personnel; • inability or delays in integration of certain material businesses; and • regulatory intervention in the Company’s strategies or investments, including competition regulators such as the United Kingdom’s Competition and Markets Authority and the Bureau. Failure to successfully implement the Company’s growth strategy could reduce, or reduce the growth of, the Company’s revenue and net income and adversely affect its business, financial condition and results of operations. If the Company is unable to successfully develop or acquire and sell enhancements and new services, its revenue growth will be harmed, and the Company’s competitive position could be negatively affected. The Company’s ability to attract new clients and increase revenue from existing clients will depend in large part on its ability to successfully develop, bring to market and sell its existing services and new services that effectively respond to client nee ds. Any enhancements or new services that the Company develops or acquires may not be introduced to the market in a timely or cost -effective manner and may not achieve the broad market acceptance necessary to generate the revenue required to offset the ope rating expenses and capital expenditures related to development or acquisition. If the Company is unable to develop or acquire and sell enhancements and new services that keep pace with the industry and client needs in a timely fashion, the Company’s revenue will not grow as expected and it may not be able to meet profitability expectations. The Company incurs expenses and expends resources up front to develop, acquire and market new services and technology enhancements to incorporate additional features, improve functionality or otherwise make the Company’s services more desirable to its clients. New services or enhancements to existing services must achieve high levels of market acceptance in order for the Company to recoup its investment in developing and bringing them to market. To the extent that the Company incurs expenditures and expends resources to develop, acquire and market new services and technology enhancements which do not receive market acceptance, the Company may be required to write down the value of such expenditures. Any new services and changes to the Company’s existing services could fail to attain sufficient market acceptance for many reasons, including, without limitation, the following: • the Company’s failure to predict market demand accurately and supply services that meet this demand in a timely fashion; • clients using the Company’s services may not like, find useful or agree with any changes; • defects, errors or failures in the Company’s technology; • negative publicity about the Company’s services; • delays in releasing to the market new services or enhancements to existing services; and • the introduction or anticipated introduction of competing services by the Company’s competitors. If the Company’s new services or the Company’s technology enhancements do not achieve adequate acceptance in the market, its competitive position, revenue and operating results could be harmed. The adverse effect on the Company’s financial results may be p articularly acute because of the significant development, marketing, sales and other expenses the Company will have incurred in connection with the new services or enhancements. The Company depends on its key personnel. The Company’s future success and its ability to manage future growth depend, in large part, upon the continued services of its executive and senior management and the ability to attract and retain key officers and other highly qualified personnel. Competition for such personnel is intense. There can be no assurance that the Company will continue to be successful in attracting and retaining qualified personnel, and the loss of the services of any of these individuals could have a material adverse effect on its revenue, financial performance and results of operations. The Company does not currently have key-man insurance.

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- 19 - The Company’s ability to recruit key personnel may be limited by such personnel being subject to non -compete provisions and other restrictive covenants with their existing employer. Such limitations could restrict the Company’s ability to hire qualified personnel, which could have an adverse effect on the Company. The Company has also hired key personnel subject to restrictive covenants with their previous employers. Such previous employers may seek to enforce those restrictive covenants which could result in litigation, including litigation where the Company is assessed damages or where such key personnel is barred from continuing employment with the Company or has their work activities with the Company restricted in some manner. The Company faces risks relating to loss of officers and directors, and risks relating to changes in leadership. As has been publicly disclosed, the Company has experienced high turnover of its senior management and directors, in particular over the last 24 months, and further changes may occur in the future. The Company’s historical turnover has resulted in the replacement of a number of the Company’s officers and directors. The Company is substantially dependent on the services and performance of its current management team and Board, which have been in place for a limited period. The loss of any member of the current management team or Board, particularly during the current transition period, could have a material adverse effect on the Company’s operations, strategic direction and financial condition. The Company does not have key -man insurance and there can be no assurance that the Comp any will be successful in retaining its current directors and officers or, if necessary, attracting qualified replacements. While the Company has taken steps to recruit qualified successors and implement transition plans, the high level of officer and director turnover subjects the Company’s business to various risks, including the potential loss of institutional knowledge, dis ruption of industry relationships and delays in the implementation of the Company’s business objectives. The transition to a new leadership team may lead to shifts in strategic direction and corporate culture, which could create uncertainty among employees, investors and business partners. Furthermore, any inability to effectively integrate new personnel or additional future departures of key officers and directors could place strain on the Company’s resources. If the Company’s new leadership team is unable to successfully manage this transition or execute on business strategies, it could have a material adverse effect on the Company’s business, financial condition and results of operations. The Company depends on highly-skilled personnel to operate its business and if the Company is unable to retain its current, or hire additional, personnel, its ability to develop and successfully market its business could be harmed. The Company believes its future success will depend in part upon its ability to attract and retain highly skilled managerial, technical, finance, creative and sales and marketing personnel. The Company may be unable to attract and retain suitably qualified individuals who are capable of meeting its growing sales, operational and managerial requirements, or may be required to pay increased compensation in order to do so. If the Company is unable to attract and retain the qualified personnel it needs to succeed, its business will suffer. If the Company grows, the number of people it needs to hire will increase. The Company will also need to increase its hiring if it is not able to maintain its attrition rate through current recruiting and retention policies. The Company may not be successfully able to integrate acquired businesses, which may harm the Company’s ability to operate optimally. While the Company’s near-term priority is to optimize its existing business and the Platform to enhance customer satisfaction and support sustainable long-term growth, any acquisitions, if completed, may present significant integration challenges. These challenges include eliminating redundant operations, facilities and systems, coordinating management and personnel, retaining key employees, managing different corporate cultures and achieving cost reductions and cross -selling opportunities. Addition ally, the integration processes may disrupt the Company’s business and divert management attention and its resources. If the Company fails to successfully integrate acquired businesses, services, technologies and personnel, it could impair relationships wi th employees, clients and strategic partners, distract management attention from the Company’s core businesses, result in control failures and otherwise disrupt the Company’s ongoing business, any of which could have a material adverse effect on its business, financial condition and results of operations. The Company also may not be able to retain key management and other critical employees after an acquisition. In addition, the Company may be required to record future charges for impairment of goodwill and other intangible assets resulting from such acquisitions.

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- 20 - The Company’s profitability may be impacted by gains or losses on any sales of businesses or lost operating income or cash flows from such businesses. The Company also may be required to record asset impairment or restructuring charges related to divested businesses, or indemnify buyers for liabilities, which may reduce its profitability and cash flows. The Company may also be unable to negotiate such divestitures on terms acceptable to it. If the Company is unsuccessful in divesting such businesses, it could have a material adverse effect on the Company’s business, financial condition and results of operations. The Company may need additional capital, which it may not be able to raise on favourable terms, or at all. The Company expects that available cash, together with cash from its operations, will be sufficient to meet its future capital requirements. Nevertheless, the Company may require additional capital if it experiences higher -than- anticipated expenses or cost overruns, encounters unanticipated problems or delays, fails to achieve further market adoption of its services or engages in acquisitions or joint ventures. The Company expects to need additional financing in the future to further expand its business str ategy through mergers and acquisitions. Additional financing may not be available to the Company on favourable terms when required, or at all. If the Company were to raise additional funds through the issuance of equity, equity-related or debt securities, those securities may have rights, preferences or privileges senior to those of the Common Shares and the Company’s shareholders may experience additional dilution. If it cannot raise additional funds, further business development may be delayed, the Company may lose clients and its sales and growth may be limited. The Company is subject to inflation risk. Global economies have recently experienced elevated inflation, which could curtail levels of economic activity, including in the Company’s primary markets. The general rate of inflation impacts the general economic and business environment, which in turn impacts the Company. Inflationary pressures, as well as any economic conditions resulting from governmental attempts to reduce inflation, such as the imposition of higher interest rates, could negatively impact the Company’s business, financial condition and results of operations. There can be no assurance that any governmental action will be taken to control inflationary or deflationary cycles, that any governmental action taken will be effective or whether any governmental action may contribute to economic uncertainty. Governmental action to address inflation or deflation may also affect currency values. Higher interest rates as a result of inflation could negatively impact future borrowing costs or make debt financing less attractive to the Company, which could, in turn, have a material adverse effect on the Company’s cash flow and ability to service debt obligations. Changes in economic conditions may result in fluctuations in demand for the Company’s services and affect its operating results. The financial markets have demonstrated that businesses and industries throughout the world are very tightly connected to each other. Financial developments unrelated to the Company or to its industry may materially adversely affect the Company over the course of time. Volatility in the market price of the Company’s Common Shares due to unrelated financial developments could hurt the Company’s ability to raise capital for the financing of acquisitions or other reasons. A reduction in access to capital, comb ined with reduced economic activity, may materially adversely affect businesses and industries that collectively constitute a significant portion of the Company’s customer base. As a result, these clients may need to reduce their purchases of the Company’s products or services, or the Company may experience greater difficulty in receiving payment for the products or services that these clients purchase from it. Any of these events, or any other events caused by turmoil in world financial markets, may have a material adverse effect on the Company’s business, financial condition and results of operation. A portion of the Company’s revenues are generated from fees received in connection with real property, personal property and corporate search and registration activities as well as other services the Company provides to the real estate industry on a per-transaction basis. Uncertainty and negative trends in general economic conditions in Canada historically have created a difficult environment for companies in the real estate industry. As a result, a weak economy or housing market (including the level of real estate activity or the average price of real estate) may have a material adverse effect on the Company’s business, financial conditi on and results of operations. The volume of real estate transactions and the level of search and registration activity is highly variable and reductions in these transaction volumes could have a direct effect on the Company’s revenues.

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- 21 - Many factors, including factors that are beyond the Company’s control, may have a detrimental impact on its operating performance. These factors include, but are not limited to, general economic conditions, unemployment levels, interest rates, mortgage ori ginations, business conditions including changes in the financial markets, a limited supply of mortgage funding, a decline in levels of home ownership and a reduction in the number of mortgage loans outstanding, energy costs as well as events such as natur al disasters, unforeseen public health crises , acts of war, terrorism and catastrophes. There can be no assurance that economic conditions will remain favourable for the Company’s business or that demand for its services by its clients will remain at current levels. Reduced demand for its services would negatively impact the Company’s growth and revenue and may inhibit its access to capital and negatively impact i ts profitability. Changes in economic, market and other conditions could also adversely affect the Company’s ability to implement its strategy to look for opportunities to grow revenue in other jurisdictions, which could have an adverse effect on its business, financial condition and results of operations. A downturn or consolidation in the economy, or in the real estate market, may decrease client demand for the Company’s services. The real estate market may be adversely impacted by many different factors, including lower than expected job growth or job losses resulting in reduced real estate demand; rising interest rates and slowing transaction volumes that negatively impact investm ent returns; excessive speculative new construction in localized markets resulting in increased vacancy rates and diminished rent growth; and unanticipated disasters and other adverse events such as slowing of the growth in the working age population resul ting in reduced demand for all types of real estate. A downturn in the real estate market may affect the Company’s ability to generate revenues, which could cause its revenues or its revenue growth rate to decline and reduce its profitability. A depressed real estate market has a negative impact on the Company’s core customer base, which could decrease demand for the Company’s services. Growth may place significant demands on the Company’s management and infrastructure. The Company’s growth has placed and may continue to place significant demands on its management and its operational and financial infrastructure. The expansion of the Company’s infrastructure will require it to commit financial, operational and technical resources in advance of an increase in the volume of business, with no assurance that the volume of business will increase. Continued growth could also strain the Company’s ability to maintain reliable service levels for its clients, develop and improve its operational, financial and management controls, enhance its reporting systems and procedures and recruit, train and retain highly-skilled personnel. Managing the Company’s growth will require expenditures and allocation of valuable management resources. Failure to effectively manage growth could result in difficulty or delays in serving clients, declines in quality or client satisfaction, increases in costs, difficulties in introducing new features or other operational difficulties, and any of these difficulties could adversely impact the Company’s business performance and results of operations. The Company operates in a competitive business environment and, if the Company is unable to compete effectively, it could have a material adverse effect on the Company’s business, financial condition and results of operations. The markets for the Company’s services are competitive, and competitors vary in size and in the scope and breadth of the services they offer. Some of the Company’s competitors may have substantial resources and have been in business longer. In addition, the Company expects that the markets in which it competes will continue to attract new competitors and new technologies. There can be no assurance that the Company will be able to compete successfully against current or future competitors or that the competitive pressures the Company faces in the markets in which it operates will not have a material adverse effect on its business, financial condition and results of operations. System interruptions that impair access to the Company’s technology could damage the Company’s reputation and brand and substantially harm its business. The satisfactory performance, reliability and availability of the Company’s technology, its website and network infrastructure (collectively, the “Technology Infrastructure”) are critical to the Company’s reputation and its ability to attract and retain clients.

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- 22 - Any system interruption that results in the unavailability of the Company’s Technology Infrastructure or impairs access could result in interruption of business operations, loss of clients, diversion of technical and other resources, negative publicity, loss of data, damage to the Company’s reputation and brand and cause its business and operating results to suffer. Any one or more of the foregoing occurrences could have a material adverse effect on the Company’s business, financial condition and results of operations. The Company may experience temporary system interruptions for a variety of reasons, including network failures, power failures, software errors, an overwhelming number of users trying to access its network during periods of strong demand, unauthorized acce ss, computer viruses, human error, natural disasters or acts of sabotage or terrorism. In addition, the Company’s primary datacenters are hosted by third party service providers over which the Company has limited control. The Company depends on third party service providers to provide continuous and uninterrupted access to the elements of the Technology Infrastructure. The Company has limited control over their performance, which may make the Company’s operations vulnerable to their performance failures. In addition, if for any reason the Company’s relationship with any such third party were suspended or terminated, the Company may not be able to access the files and if accessed, it would require a significant amount of time to transition the hosting of the Company’s datacenters to a new third-party service provider. Because the Company is dependent on third parties for the implementation and maintenance of certain aspects of its systems and because some of the causes of system interruptions may be outside of its control, the Company may not be able to remedy such interruptions in a timely manner, if at all. As the Company relies on its servers, computer and communications systems and the Internet to conduct its business, any system disruptions could negatively impact its ability to run its business and either directly or indirectly disrupt its clients’ businesses, which could have an adverse effect on the Company’s business. Material defects or errors in the Company’s Technology Infrastructure could harm the Company’s reputation, result in significant costs to the Company and impair its ability to sell its services. Software developed for the Company’s technology can contain errors, defects, security vulnerabilities or software bugs that are difficult to detect and correct, particularly when first introduced. Despite internal testing, the Company’s technology may contain serious errors or defects that cause performance problems or service interruptions, security vulnerabilities or software bugs that the Company may be unable to successfully correct in a timely manner, or at all, which could result in: • unexpected credits or refunds to the Company’s clients, loss of clients and other potential liabilities; • delays in client payments, increasing the Company’s collection reserve and collection cycle; • diversion of development resources and associated costs; • harm to the Company’s reputation and brand; and • unanticipated litigation costs. Failure to adapt to technological changes may render the Company’s technology obsolete or decrease the attractiveness of its services to its clients. If new industry standards and practices emerge, or if competitors introduce new services or technologies, the Company’s technology may become obsolete. The Company’s future success will depend on its ability to, amongst other things: • enhance its existing services; • develop new services and technologies that address the needs of its existing and prospective clients; and • respond to changes in industry standards and practices on a cost-effective and timely basis. The Company must continue to enhance the features and functionality of its technology. These initiatives carry the risks associated with any new service development effort, including cost overruns, delays in delivery and performance

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- 23 - issues. The effective performance, reliability and availability of the Company’s Technology Infrastructure are critical to its reputation and its ability to attract and retain clients. There can be no assurance that the Company will be successful in developing, marketing and selling new services and services that meet changing client demands, and that the Company will not experience difficulties in achieving market acceptance. As a result, the Company is subject to the risks inherent in the development and integration of new technologies, including defects or undetected errors in technology services, difficulties in installing or integrating Company technology on platforms used by clients or other unanticipated performance, stability and compatibility problems. Any of these problems could result in material delays in the introduction or acceptance of the Company’s services, increased costs, decreased client satisfaction, breach o f contract claims, harm to industry reputation and reduced or delayed revenues. In addition, new services or technologies could be developed which make the Company’s technology obsolete. If the Company is unable to deliver new services or upgrades or other enhancements to its existing services on a timely and cost -effective basis or develop new products and services to replace its existing offerings, it could have a material adverse effect on the Company’s business, financial condition and results of operations. Competition could render the Company’s services uncompetitive. The markets for the Company’s services in general are competitive. Competition in these markets may increase further if economic conditions or other circumstances cause customer bases and client spending to decrease and service providers to compete for fewer client resources. The Company’s existing competitors, or future competitors, may have greater name recognition, larger customer bases, better technology or data, lower prices, easier access to data, greater user traffic or greater financial, technical or marketing resources than the Company has. The Company’s competitors may be able to undertake more effective marketing campaigns, obtain more data, adopt more aggressive pricing policies, make more attractive offers to potential employees, clients and advertisers, or may be able to respond more quickly to new or emerging technologies or changes in user requirements. If the Company is unable to retain clients or obtain new clients, its revenues could decline. Increased competition could result in lower revenues and higher expenses, which would reduce the Company’s profitability. Privacy and data protection laws and regulations in Canada and other jurisdictions may impose additional liabilities on the Company. The Company is subject to applicable Canadian privacy laws regarding privacy and the collection, storing, sharing, use, handling, maintenance, disposal, transmittal, disclosure and protection of personal data. Specifically, personal data is increasingly subject to legis lation and regulations to protect the privacy of personal information that is collected, processed and transmitted. Any violations of these laws and regulations may require the Company to change its business practices or operational structure, address legal claims and sustain monetary penalties and/or other harms to its business. Failure to comply with these laws, where applicabl e, can result in the imposition of significant civil and/or criminal penalties and private litigation. The Company is also subject to, and affected by, foreign laws and regulations, including regulatory guidance governing the collection, use, disclosure, security, transfer and storage of personal da ta, such as information that it collects about customers in connection with its operations abroad. For example, through the Company’s operations in the United Kingdom and Ireland, it is subject to the GDPR. The GDPR increases the Company’s compliance burden with respect to data protection, inc luding by mandating potentially burdensome documentation requirements and granting certain rights to individuals to control how the Company uses, discloses and retains information about them. In addition, the GDPR provides for breach reporting requirements, more robust regulatory enforcement and fines of up to the greater of 20 milli on euros or 4% of annual global revenue. The GDPR increases the Company’s responsibility and liability in relation to per sonal data that it processes, and the Company may be required to put in place additional mechanisms to ensure compli ance with the GDPR, which could divert management’s attention and increase its cost of doing business. In addition, the Company is subject to the Privacy Act 1988 and the Australian Privacy Principles through its operations in Australia and the Protection of Personal Information Act 4 of 2013 through its operations in South Africa, which similarly regulate and restrict the use of personal information. The global legislative and regulatory landscape for privacy and data prot ection continues to evolve, and implementation standards and enforcement practices are likely to remain uncert ain for the foreseeable future. This

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- 24 - evolution may c reate uncertainty in the Company’s business, result in liability or impose additional costs o n the Company. The cost of compliance with these laws, regulations and standards is high and is li kely to increase in the future. Seeking to comply with evolving data protection requirements has caused the Company to expend significant resources, and such expenditures are likely to con tinue into the near future as the Company responds to new interpretations, additional guidance and potential enforcement actions and patterns. The legislative, judicial and regulatory landscapes relating to AI are evolving and may impact the Company’s ability to use AI, and could limit the Company’s ability to operate and expand its business, cause revenue to decline and adversely affect its business. The actual or perceived failure to comply with regulatory requirements and laws relating to AI could result in significant liability or reputational harm. Uncertainty in the legal regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with applicable laws, the nature of which cannot be determined at this time. Several jurisdictions have already proposed or enacted laws governing AI, including the European Union’s AI Act, which has significant implications for all stakeholders involved in the development and use of AI systems. Other jurisdictions may decide to adopt similar or more restrictive legislation that may render the use of such technologies cha llenging. Additionally, certain privacy laws extend rights to individuals (such as the right to delete certain personal data) and regulate automated decision making, which may be incompatible with AI tools which the Company plans to bring to market, or the Company’s use of AI. These obligations may lead to regulatory fines or pen alties or prevent or limit the Company’s use of AI. If the Company cannot use AI, or that use is restricted, its business may be less efficient, or it may be at a competitive disadvantage. The Company may be subject to various financial services-related regulations and oversight due to the services it provides as part of its financial technology business and its failure to comply with such regulations could materially harm its business. The Company provides payment processing and related services in certain jurisdictions in whic h it operates and is subject to various financial services-related regulations and oversight, including related anti -money laundering and counter-terrorist financing (“AML”) regulations. For example, the RPAA came into force in November 2024, which applies to entities performing retail payment functions, as provided for in the RPAA, and, among other things, requires that such entities regi ster with the Bank of Canada. The Company is required to comply with the RPAA and is registered with the Bank of Canada. Moreover, the Company’s subsidiary in the UK that provides certain account information services and pa yment initiation services to its UK customers is registered as an agent of an EMF that is authorized with the FCA under the Payment Services Regulations 2017. In such capacity, the Company’s UK subsidiary is authorized to act as an agent of the EMF in carrying out account information services and payment initiation services that are regulated by the FCA under the EMF’s license with the FCA. To the extent the UK subsidiary carries out regulated payment services in its own capacity and not as an agent of an EMF registered with the FCA, if the Company’s UK subsidiary’s agency agreement with such EMF is revoked or otherwise terminated, or if the UK subsidiary holds itself out as able to carry out regulated payment services in its own right, these actions would constitute an offense and coul d materially harm the Company’s business. Evaluation of what the Company’s compliance efforts will be, as well as questions as to whether and to what extent its products and services are considered money transmission or payment services, are matters of regulatory interpretation and could change over time. The Company has been in the past and may in the future be subject to fines and other penalties by regulatory authorities for violations of provincial and federal money transmission laws or regulations applicable to such businesses. In the future, as a result of the regul ations applicable to the Company’s business, it could be subject to investigations and resulting liability, including governmental fines, restrictions on its business or other sanctions, and the Company could be forced to cease conducting certain aspects of its business with residents of certain jurisdictions, be forced to change its business practices in certain jurisdictions, or be required to obtain additional registrations, licenses or regulatory approvals. There can be no assurance that the Company will be able to obtain or maintain any such licenses, and, even if it were able to do so, there could be substantial costs and potential product changes involved in maintaining such licenses, which could have a material and adverse effect on the Company’s business. In addition, there are substantial costs and potential product changes involved in maintaining and renewing such licenses, certi fications and approvals, and the Company could be subject to fines or other

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- 25 - enforcement actions if it is found to violate disclosure, reporting, anti -money laundering, capitalization, corporate governance or other requirements of such licenses. These factors could impose substantial additional costs, involve considerable delay to the development or provision of the Company’s products or services, require significant and costly operational changes or prevent the Company from providing its products or services in any given market. Government agencies may also impose new or additional rules on money transmission, including regulations that: i. prohibit, restrict and/or impose taxes or fees on money transmission transactions in, to, or from certain countries or with certain governments, individuals and entities; ii. impose additional customer and spending business identification and customer or spending business due diligence requirements; iii. impose additional reporting or recordkeeping requirements, or require enhanced transaction monitoring; iv. limit the types of entities capable of providing money transmission services, or impose additional licensing or registration requirements; v. impose minimum capital or other financial requirements; vi. limit or restrict the revenue that may be generated from money transmission, including revenue from interest earned on customer funds, transaction fees and revenue derived from foreign exchange; vii. require enhanced disclosures to the Company’s money transmission customers; viii. require the principal amount of money transmission originated in a country to be invested in that country or held in trust until paid; ix. limit the number or principal amount of money transmission transactions that may be sent to or from a jurisdiction, whether by an individual or in the aggregate; and x. restrict or limit the Company’s ability to process transactions using centralized databases, for example, by requiring that transactions be processed using a database maintained in a particular country or region. Failure to adequately protect the Company’s Technology Infrastructure against data corruption, privacy breaches, cyber-based attacks or network breaches could have a material adverse effect on the Company’s business. The Company is highly dependent on its Technology Infrastructure to securely process, transmit and store electronic information. Certain confidential information resides on the third party hosted datacenter servers and is transmitted over the Company’s network. The Company relies on encryption and authentication technology licensed from third parties to effect secure transmission of confidential information, including personal information and credit card numbers. Advances in computer capabilities, new discoveries in the field of cryptography or other developments may result in a compromise or breach of the technology used by the Company to protect confidential information. Servers may also be vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering with the Company’s and/or a third party’s computer systems, which could lead to a loss of critical data or the unauthorized disclosure of confidential information. If the Company is unable to prevent such security or privacy breaches, its operations could be disrupted, or the Company may suffer loss of reputation, financial loss, risk of litigation and other regulatory penalties because of lost or misappropriated information, including sensitive consumer data. In addition, if the Company’s security measures fail to protect credit and debit card information adequately, the Company could be liable to its clients for their losses. The Company may need to expend significant resources to protect against and remedy any potential security breaches and their consequences. If the Company is unable to maintain protections and processes at a level commensurate with that required by its clients, it could negatively affect the Company’s relationships with its clients and harm its business. There are Canadian and foreign laws regarding privacy and the storing, sharing, use, handling, maintenance, disposal, transmittal, disclosure and protection of personally identifiable information and sensitive data. Specifically, personally identifiable in formation is increasingly subject to legislation and regulations to protect the privacy of personally identifiable information that is collected, processed and transmitted. Any violations of these laws and regulations may require the Company to change its business practices or operational structure, address legal claims and sustain monetary penalties and/or other harms to its business. The regulatory framework for privacy issues in Canada and in foreign markets is constantly evolving and is likely to remain uncertain for the foreseeable future. The interpretation and application of such laws is often uncertain and such laws may be interpreted and applied in a manner inconsistent with its current policies and practices or require changes

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- 26 - to the features of the Company’s services. If either the Company or its third-party service providers are unable to address any privacy concerns, even if unfounded, or to comply with applicable laws and regulations, including but not limited to the Personal Information Protection and Electronic Documents Act (Canada), it could result in additional costs and liability, damage the Company’s reputation and harm its business. Cyberattacks and other securit y incidents could compromise the Company’s technology systems, software, its website and network infrastructure, including those provided to the Company by third parties or the infrastructure of the Company’s service providers, which could have a material adverse effect on the Company’s business. In the ordinary course of the Company’s business, it generates, collects and stores proprietary information, including intellectual property and business information (which also may include personal data). The secure storage, maintenance, and transmission of and access to thi s information is critical to the Company’s operations, business strategy and reputation. The Company is highly dependent on its Technology Infrastructure, and that of service providers, to securely process, transmit and store such information. Persons may attempt to penetrate the Company’s Technology Infrastructure or its third-party service providers’ systems and, i f successful, misappropriate the Company’s proprietary information, or interfere with its operations. In addition, an employee, contractor, o r other third party with whom the Company does business may attempt to circumvent its security measures in order to obtain such information and may purposefully or inadvertently cause a breach involving such information. Cyberattacks are increasing in their frequency, sophistication and intensity and have become increasin gly difficult to detect. The Company has been in the past, and expects that it will continue in the future to be, subject to cyberattacks. Cyberattacks could include the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering and other means to affect service reliability and threaten the confidentiality, integrity and availability of information. Cyberattacks also could include phishing attempts or e-mail fraud to cause unauthorized payments or information to be transmitted to an unintended recipient, or to permit unauthorized access to systems. Any such cyberat tack or security incident of the Company’s, or its third-party service providers’ or their providers’ systems, or public disclosure or loss of, confidential business or proprietary intellectual proper ty information could disrupt the Company’s operations, result in regulatory actions or penalties, risk of litigation, damage to the Company’s reputation, financial condition, results of operations, cash flow or provide the Company’s competitors with valuable information and subject the Company to additional costs which could adversely affect its business. While the Company will continue to implement protective measures to reduce the risk of and detect cyberattacks, these incidents are becoming more sophisticated and frequent, and the techniques used in such attacks evolve rapidly and are difficult to detect. Despite the Company’s cybersecurity measures, its Technology Infrastructure and those of its service providers are vulnerable to damage from viruses and malware as well as unpermitted access by hackers or other incidents, or employee error or malfeasance. If the Company is unable to prevent such security incidents, its operations could be disrupted, it may lose information or the ability to access information, which may result in a loss of reputation, financial loss, risk of litigation and other regulatory actions or penalties. The Company may need to expend significant resources to protect against and remedy any potential security incidents and manage their consequences (including by notifying applicable regulators and affected individuals). If the Company is unable to maintain protections and processes at a level commen surate with that required by its clients, it could negatively affect its relationships with its clients and harm its business. The Company’s business could be impacted as a result of actions by activist shareholders or others. The Company may be subject, from time to time, to legal and business challenges in the course of its operation due to actions instituted by activist shareholders or others. Responding to such actions could be costly and time-consuming, may not align with the Company’s business strategies, could divert the attention of the Company’s board of directors and senior management from the pursuit of the Company’s business strategies and can have a material and negative impact on the Company’s retention of its key personnel. Perceived uncertainties as to the Company’s future direction as a result of shareholder activism may lead to the perception of a change in the direction of the business or othe r instability and may affect the Company’s relationships with its vendors, customers, prospective and current employees, key personnel and others. The presence of activist shareholders can negatively impact a company’s credit quality, given that their campaigns often have wide -ranging implications on cor porate strategy and operational initiatives and frequently involve aggressive shareholder returns to the detriment of creditors.

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- 27 - Certain actions by activist shareholders, including through the acquisition of Common Shares or the reconstitution of the Company’s Board of Directors such that a majority of the directors are not individuals nominated at the Company’s last annual meeting of shareholders, may result in the Company being in breach or default under certain of the Company’s contracts, which may have a material and negative impact on the Company. In addition, certain of the regulatory regimes that the Company and its subsidiaries are subject to, including Australia’s Foreign Acquisitions and Takeovers Act 1975 , may require activist shareholders to seek government approvals and clearances before taking certain actions. If such approvals are not obtained and the Company becomes aware that such obligations are breached, it may be obligated to inform the applicabl e regulatory bodies of such non -compliance to ensure that it does not itself become subject to penalties. As a material portion of the Company’s revenues are derived from and rely on the Company holding certain regulatory approvals, non -compliance with such laws could result in the Company being in breach of such regulatory regimes, which may have a material and negative impact on the Company. Since part of the Company’s sales efforts are targeted at larger industry clients, its sales cycle may become longer and more expensive, it may encounter pricing pressure and implementation challenges and it may have to delay revenue recognition for some complex transactions, all of which could harm its business and operating results. As the Company targets more of its efforts towards larger clients, it could face greater costs, longer sales cycles and less predictability in completing some of its sales. The client’s decision to use the Company’s services may be an enterprise-wide decision and, if so, this type of sale could require the Company to provide greater levels of education regarding the use and benefits of its services. In addition, larger clients may demand more complex integration, implementation services and features. As a result of these factors, these sales opportunities may require the Company to devote greater sales support and professional services resources to individual clients, driving up costs and time required to complete sales and diverting its own sales and professional services resources to a smaller number of larger transactions, while potentially requiring it to delay revenue recognition on some of these transactions until the technical or implementation requirements have been met. The forward-looking statements contained herein and in the Company’s public disclosure documents may prove to be incorrect. The forward-looking statements relating to, among other things, future results, performance, achievements, prospects or opportunities of the Company included in this AIF and in the Company’s other public disclosure documents are based on opinions, assumptions and estimates made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors the Company believes are appropriate and rea sonable in the circumstances. However, there can be no assurance that such estimates and assumptions will prove to be correct. Actual results of the Company in the future may vary significantly from the historical and estimated results and those variations may be material. There is no representation by the Company that actual results achieved by the Company in the future will be the same, in whole or in part, as those included in this AIF or in the Company’s other public disclosure documents. See “Forward-Looking Statements”. The effort, time and expense associated with switching from competitors’ software and services to that of the Company’s may limit the Company’s growth. The costs for clients to switch providers of technology, data and analytics services can be significant. As a result, potential clients may decide that it is not worth the time and expense to begin using the Company’s services, even if the Company offers c ompetitive and economic advantages. If the Company is unable to convince these clients to switch to its software and services, the Company’s ability to increase market share will be limited, which could have a material adverse effect on its business, financial condition and results of operations.

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- 28 - Failure to adequately protect its intellectual property could harm the Company’s business. The Company’s business may be adversely affected if it is unable to protect its intellectual property rights from unauthorized use by third parties. The protection of the Company’s intellectual property rights, including its technology, is crucial to the success of its business. The Company relies on a combination of copyright, trademark and trade secret law and contractual restrictions to protect its intellectual property. The Company may, in the future, obtain patents for elements of its intellectual property where appropriate. The Company’s intellectual property rights, including future patents, may provide only limited protection for its technology and may not be sufficient to provide competitive advantage to the Company. Furthermore, management cannot assure investors that any patents will be issued to the Company as a result of any future patent applications, or that any issued patents will be valid or enforceable. Despite the Company’s efforts to protect its proprietary rights, unauthorized parties may attempt to copy aspects of the Company’s technology or obtain and use inform ation that the Company considers proprietary. Policing the Company’s proprietary rights is difficult and may not always be effective. Failure to adequately protect the Company’s intellectual property rights could result in its competitors offering similar services and products, potentially res ulting in the loss of some of the Company’s competitive advantage and a decrease in its revenue, which would adversely affect the Company’s business, prospects, financial condition and operating results. The Company’s success depends, at least in part, on its ability to protect its core technology and intellectual property and to keep its use of exclusive licenses. Competitors may adopt service names similar to its own, thereby impeding the Company’s ability to build brand identity and possibly leading to client confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of the Company’s trademarks. Litigation before the courts or proceedings before other governmental authorities and administrative bodies in Canada or any jurisdiction in which the Company operates may be necessary in the future to enforce the Company’s intellectual property rights, protect its patent and copyright rights, trade secrets and domain names and determine the validity and scope of the proprietary rights of others. The Company’s efforts to enforce or protect its proprietary rights may be ineffective and could result in substa ntial costs and diversion of resources and could harm the Company’s business. The protection of the Company’s intellectual pro perty rights is important to the Company’s future business opportunities. However, the measures the Company takes to protect its intellectual property from unauthorized use by others may not be effective for various reasons, including the following: • infringers may intentionally ignore the Company’s intellectual property rights and launch similar ser vices that knowingly violate the Company’s intellectual property rights , and the Company may not be able to defend its exclusive rights to intellectual property without incurring considerable expense and management focus; • some license provisions protecting against unauthorized use, copying , transfer and disclosure of the Company’s services may be unenforceable under the laws of other countries and jurisdictions; • the Company’s employees or business partners may breach their confidentiality, non-disclosure and non-use obligations to the Company; • third parties may independently develop technologies that are the same or similar to the Company’s technologies that are not covered by its intellectual property rights; • any patent applications the Company submits might not result in the issuance of patents or the Company may decide not to pursue ongoing protection after patent issuance, incurring lost costs and possibly forgoing patent rights; • the costs associate d with enforcing the Company’s intellectual property rights and its confidentiality and invention agreements may make enforcement impracticable; and • current and future competitors may circumvent the Company’s intellectual property. Intellectual property protection for software is dependent on the specific technical features of the software and , depending on the aspects of the Company’s software that it attempts to protect, intellectual property protection may not be available for its software products. Trademark, copyright, trade secret and patent laws vary throughout the

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- 29 - world. Some foreign countries do not protect intellectual property rights to the same extent as do the laws of Canada or the U.S. Further, policing the unauthorized use of the Company’s intellectual property in foreign jurisdictions may be difficult and costly. Some of the Company’s services and technologies may use “open source” software, which may restrict how it uses or distributes the Company’s services or require that the Company release the source code of certain services subject to those licenses. Some of the Company’s services and technologies may incorporate software licensed under so -called “open source” licenses. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software, as some open source licensors do not provide warranties or controls on the origin of the software. Additionally, open source licenses typically require that source code subject to the license be made available to the public and that any modifications or derivative works to open source software continue to be licensed under open source licenses. These open source licenses typica lly mandate that proprietary software, when combined in specific ways with open source software, become subject to the open source license. If the Company combines its proprietary software with open source software, it could be required to release the source code of its proprietary software. The Company has processes in place to guard against its proprietary software being combined with, or incorporating, open source software in ways that would require its proprietary software to be subject to an open source license. However, relatively few co urts have interpreted open source licenses in different jurisdictions, and the manner in which these licenses may be interpreted and enforced is therefore subject to some uncertainty. Additionally, the Company relies on multiple software programmers to design its proprietary technologies, and although the Company takes steps to prevent its programmers from including open source software in the technologies and software code that they design, write and modify, the Company does not exercise complete control over the development efforts of its programmers, and the Company cannot be certain that its pro grammers have not incorporated open source software into its proprietary services and technologies or that they will not do so in the future. In the event that portions of the Company’s proprietary technology are determined to be subject to an open source license, the Company could be required to publicly release the affected portions of its source code, re-engineer all or a portion of its technologies, or otherwise be limited in the licensing of the Company’s technologies, each of which could reduce or eli minate the value of its services and technologies and materially and adversely affect the Company’s business, results of operations and prospects. If the Company’s services are found to infringe on the proprietary rights of others, the Company may be required to change its business practices and may also become subject to significant costs and monetary penalties. As the Company continues to develop and expand its services, the Company may become increasingly subject to infringement claims from third parties such as software providers or suppliers of data. Likewise, if the Company is unable to maintain adequate controls over how third party software and data are used, the Company may be subject to claims of infringement. Any claims, whether with or without merit, could: • be expensive and time consuming to defend; • cause the Company to cease making, licensing or using applications that incorporate the challenged intellectual property; • require the Company to redesign its applications; • divert management’s attention and resources; and • require the Company to enter into royalty or licensing agreements in order to obtain the right to use necessary technology. Any one or more of the foregoing outcomes could have a material adverse effect on the Company’s business, financial condition and results of operations. Additionally, the Company may be liable for damages for past infringement if a court determines that the Company’s software or technologies infringe upon a third party’s patent or other proprietary rights.

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- 30 - Negative publicity could result in a decline in the Company’s client growth and its business could suffer. There has been a marked increase in the use of social media platforms and similar channels, including weblogs (blogs), social media websites and other forms of Internet -based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability and impact of information on social media platforms is virtually immediate and the accuracy of such information is not independently verified. The opportunity for dissemination of information, including inaccurate information, is seemingly limitless and readily available. The Company’s reputation is very important to attracting new clients as well as selling additional services to existing clients. While the Company believes that it has a good reputation and that it provides its clients with a superior experience, there can be no assurance that the Company will continue to maintain a good relationship with its clients or avoid negative publicity. Any damage to the Company’s reputation, whether arising from its conduct of business, negative publicity, re gulatory, supervisory or enforcement actions, matters affecting its financial reporting or compliance with the Ontario Securities Commission and TSX listing requirements, security breaches or otherwise could have a material adverse effect on its business. If the Company fails to develop widespread brand awareness cost-effectively, its business may suffer. The Company believes that developing and maintaining widespread awareness of its brand in a cost-effective manner is critical to achieving widespread acceptance of its services and attracting new clients. The Company’s marketing efforts are primarily direc ted at the development of new clients and increased penetration of existing clients. Brand promotion activities may not generate client awareness or increase revenues, and even if they do, any increase in revenues may not offset the expenses the Company incurs in building its brand. If the Company fails to successfully promote and maintain its brand or incurs substantial expenses, it may fail to attract or retain clients necessary to realize a sufficient return on the Company’s brand -building efforts, or to achieve the widespread brand awareness that is critical for broad client adoption of the Company’s services. The Company routinely makes accounting estimates and judgments. If these are proven to be incorrect, subsequent adjustments could require the Company to restate its historical financial statements. The Company routinely makes accounting estimates and judgments in the ordinary course of business. Such accounting estimates and judgments will affect the reported amounts of its assets and liabilities at the date of its financial statements and the reported amounts of its operating results during the periods presented. Additionally, the Company interprets the accounting rules in existence as of the date of its financial statements when the accounting rules are not specific to a particular event or transact ion. If the underlying estimates are ultimately proven to be incorrect, subsequent adjustments could have an adverse effect on the Company’s operating results for the period or periods in which the change is identified. Additionally, subsequent adjustments could require the Company to restate its historical financial statements. The Company continually reviews accounting rules and regulations and works with its auditors and third-party experts on all significant accounting and valuation matters. Future sales of Common Shares by existing shareholders could reduce the market price of the Common Shares. Sales of a substantial number of the Common Shares in the public market could occur at any time. These sales, or the market perception that the holders of a large number of Common Shares intend to sell Shares, could reduce the market price of the Common Shares. In addition, holders of unexercised options may sell Common Shares purchased on the exercise of options in the same year that they exercise their options. This might result in a greater number of Common Shares being sold in the public market by, and fewer long -term holders of Common Shares among, the Company’s management and employees. Limitations on the Company’s ability to increase fees for certain registry services may negatively impact its ability to offset future increases in operating costs or capital investment needs. In certain circumstances, a registry access agreement may restrict the Company’s ability to increase the fees that it charges its clients for certain registry services. If this occurs, there can be no assurance that the Company will be able to sufficiently offset increases in the Company’s operating costs or provide funds for capital investment needs.

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- 31 - The Company is subject to a number of risks related to acceptance of credit cards and debit cards for client payments. The Company accepts payments for its services through credit and debit card transactions. For credit and debit card payments, the Company pays interchange and other fees, which may increase over time. An increase in those fees may require the Company to in crease the prices it charges and would increase its cost of revenues, either of which could harm its business, financial condition or results of operations. The Company depends on processing vendors to complete credit and debit card transactions. If the Company or its processing vendors fail to maintain adequate systems for the authorization and processing of credit card transactions, it could cause one or mor e of the major credit card companies to disallow the Company’s continued use of their payment products. The Company could lose clients if it is not able to continue to use payment products of the major credit card companies. In addition, if the systems for the authorization and processing of credit card transactions fail to work properly and, as a result, the Company does not charge its clients’ credit cards on a timely basis or at all, its business, revenue, results of operations and financial condition could be harmed. The Company is also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted in ways that make it more difficult for it to comply. The Company is required to comply with payment card industry security standards. Failing to comply with those standards may violate payment card association operating rules, federal and provincial laws and regulations and the terms of the Company’s contracts with payment processors. Any failure to comply also may subject the Company to fines, penalties, damages and civil liability, and may result in the loss of its ability to accept credit and debit card payments. Further, there is no guarantee that such compliance will prevent illegal or improper use of the Company’s payment systems or the theft, loss, or misuse of data pertaining to credit and debit cards, cardholders and transactions. If the Company fails to adequately control fraudulent credit card transactions, it may face civil liability, diminished public perception of its security measures and significantly higher credit card-related costs, each of which could harm its business, results of operations and financial condition. If the Company is unable to maintain its chargeback rate or refund rates at acceptable levels, its processing vendors may increase its transaction fees or terminate their relationships with the Company. Any increases in the Company’s credit and debit card fees could harm its results of operations, particularly if it elects not to raise its rates for its services to offset the increase. The termination of the Company’s ability to process payments on any major credit or debit card would significantly impair its ability to operate its business. Future offerings of debt securities, which would rank senior to the Common Shares upon bankruptcy or liquidation, and future offerings of equity securities that may be senior to the Common Shares for the purposes of dividend and liquidating distributions, may adversely affect the market price of the Common Shares. In the future, the Company may attempt to increase its capital resources by making offerings of debt securities or additional offerings of equity securities. Upon bankruptcy or liquidation, holders of the Company’s debt securities and lenders with respect to any other borrowings will each be entitled to receive a distribution of the Company’s available assets prior to the holders of the Common Shares. Additional equity offerings may dilute the holdings of the Company’s existing shareholders or reduce the market price of the Common Shares, or both, and may result in future limitations under applicable tax legislation that could reduce the pace at which the Company utilizes any net operating loss carry-forwards to reduce its taxable income. The Company’s decis ion to issue securities in any future offering will depend on market conditions and other factors beyond its control. As a result, the Company cannot predict or estimate the amount, timing or nature of its future offerings, and purchasers of the Common Sha res in the Offering bear the risk of the Company’s future offerings reducing the market price of the Common Shares and diluting their ownership interest in the Company. The Company is subject to various governmental regulations, and a failure to comply with governmental regulations or changes in these regulations could result in penalties, restrict operations or make it more burdensome to conduct operations, which would have a negative effect on the Company’s business and operations. Laws and regulations may affect the Company’s operations in a number of areas. The Company’s failure to comply with applicable laws and regulations could restrict its ability to provide or expand certain services. The Company’s

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- 32 - growth strategy involves acquiring businesses which acquisitions may be subject to regulatory notifications or reviews, including under the Competition Act (Canada). Such regulatory reviews could have a detrimental impact on the Company’s ability to affect future acquisitions or, in certain circumstances, result in historic acquisitions being reviewed. The Company can also be subject to the imposition of civil fines and criminal penalties, substantial regulatory and compliance costs, litigation expense, adverse publicity and loss of revenues. Compliance with these laws, regulations and similar requirements may be onerous and expensive, and they may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance. A failure of the Company’s services or a failure to ap propriately update its services to reflect and comply with changes to existing laws or regulations or with new laws or regulations may contribute to violations by the Company’s clients of such laws and regulations. If the Company’s services fail to address relevant laws and regulations, it could be subject to claims by clients as well as potential claims by government agencies. Such claims could result in substantial costs and the Company could incur judgments to enter into settlements of claims that could have a material adverse effect on its business and operating results. This increases the costs of doing business, and any such costs which may arise in the future as a result of changes in these laws and regulations or in their interpretation could individually or in the aggregate make the Company’s services less attractive to its clients, limit the manner in which business is conducted, delay the introduction of new services in one or more regions or cause the Company to c hange or limit its business practices. There can be no assurance that the Company will be able to increase fees or reduce its costs to fully offset any increase in costs or reduction in revenues that may result from such amendments, changes in practices or new laws which could have an adverse effect on the Company’s business, financial conditions and results of operations. Furthermore, failure of the Company’s services to address relevant laws and regulations could result in negative publicity, damage its reputation and brand, hinder its ability to attract new clients and cause the loss of current clients, all of which could substantially harm the Company’s business, financial conditions and results of operations. Current or future litigation could substantially harm the Company’s business. The Company may be subject to various legal proceedings and claims arising out of the ordinary course of business, including lawsuits based on registration errors, errors in data pulled from databases that it accesses and lost profits or other consequentia l damages. The outcome of litigation, regulatory investigations and arbitration disputes are inherently difficult to predict and as a result there is the risk that an unfavourable outcome could negatively affect the Company’s business, results of operations and financial condition. In addition, litigation can result in substantial costs and diversion of the resources of the Company. Insurance may not cover such investigations and claims, may not be sufficient for one or more such investigations or claims and may not continue to be available on acceptable terms. An investigation or claim brought against the Company could also result in unanticipated costs and reputational harm. The Company operates in an industry that is susceptible to intellectual property-related litigation and proceedings. The Company operates in an industry that is susceptible to intellectual property li tigation. As the Company faces increasing competition, the possibility of intellectual property claims and litigation a gainst it grows. The defense of intellectual property suits is both costly and time -consuming, even if ultima tely successful, and may divert management’s attention from other business concerns. An adverse determination in litigation to which the Company may become a party could, among other things: • subject the Company to significant liabilities to third parties, including lost profit and treble damages that are not covered by insurance; • require disputed rights to be licensed from a third party for royalties that may be substantial; • require the Company to cease using technology that is important to its business; or • prohibit the Company from using some or all of its devices or offering some or all of its services. The Company’s risk management efforts may not be effective. The Company could incur substantial losses and its business operations could be disrupted if the Company is unable to effectively identify, manage, monitor and mitigate financial risks, such as credit risk, foreign exchange risk, interest rate risk, liquidity risk and other market -related risk, as well as operational risks related to its business, assets and liabilities. The Company’s risk management policies, procedures and techniques may not be sufficient to identify all

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- 33 - the risks the Company is exposed to, mitigate the risks that the Company has identified or identify concentrations of risk or additional risks to which the Company may become subject in the future. The Company’s insurance coverage reserves may not cover future claims. The Company maintains various insurance policies for commercial general liability, specialty professional liability, workplace safety and property damage. The Company has third party insurance coverage to limit exposure for both individual and aggregate cl aim costs. The Company is also responsible for losses up to a certain limit for general liability, specialty professional liability and property damage insurance. If a greater amount of claims occur compared to what the Company estimated, its accrued liabilities might not be sufficient and it may be required to record additional expenses. Unanticipated changes may also produce materially different amounts of expenses than reported und er these programs, which could adversely impact the Company’s results of operations. The Company’s failure to comply with applicable laws regarding privacy and protection of data could lead to significant fines and penalties imposed by regulators, as well as claims by the Company’s clients. In addition, if the Company’s security measures fail to protect credit and debit card information adequately, the Company could be liable to its clients for their losses. There can be no assurance that the limitations of liability (if applicable) in the Company’s contracts would be enforceable or adequat e or would otherwise protect the Company from any such liabilities or damages with respect to any particular claim. The Company also cannot be sure that its existing general liability insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or will be available in sufficient amounts to cover one or more large claims, o r that the Company’s insurers will not deny coverage as to any future claim. The successful assertion of one or more large claims against the Company that exceeds its available insurance coverage, or changes in the Company’s insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on the Company’s business, financial condition and results of operations. The Company may incur operating losses in the future. The Company expects its operating expenses to increase in the future as it expands its operations. Furthermore, as a public company, it will incur legal, accounting and other expenses that it did not incur as a private company. If the Company’s revenue doe s not grow to offset these increased expenses, the Company may not be profitable. The Company cannot assure the investors that it will be able to achieve or maintain profitability. Investors should not consider historical revenue growth as indicative of the Company’s future performance. The adoption of new accounting standards or interpretations could adversely affect the Company’s financial results. The Company’s implementation of and compliance with changes in accounting rules and interpretations could adversely affect its operating results or cause unanticipated fluctuations in its results in future periods. The accounting rules and regulations that the Company must comply with are complex and continually changing. The Company cannot predict the impact of future changes to accounting principles on its financial statements going forward. Failure to establish and maintain effective internal controls in accordance with NI 52 -109 could have a material adverse effect on the Company’s business and the market price of the Common Shares. As a publicly-traded company with its Common Shares admitted to trading on the TSX, the Company is subject to reporting and other obligations under applicable Canadian securities laws and the rules of the TSX, including NI 52- 109. These reporting and other obligations place significant demands on the Company’s management, administrative, operational and accounting resources. In order to meet such requirements, the Company has, among other things, established systems, implemented financial and management controls, reporting systems and procedures and may, if necessary, hire qualified accounting and finance staff. However, if the Company i s unable to accomplish any such necessary objectives in a timely and effective manner, the Company’s ability to comply with its financial reporting obligations and other rules applicable to reporting issuers could be impaired. Moreover, any failure to main tain

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- 34 - effective internal controls could cause the Company to fail to satisfy its reporting obligations or result in material misstatements in its financial statements. If the Company cannot provide reliable financial reports or prevent fraud, its reputation and operating results could be materially adversely affected which could also cause investors to lose confidence in the Company’s reported financial information, which could result in a reduction in the trading price of the Common Shares. The Company does not expect that its disclosure controls and procedures and internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well -designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within an organization are detected. The inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by individual acts of certain persons, by collusion of two or more people or by management override of the controls. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected in a timely manner or at all. The Company’s operating results and revenues are subject to fluctuations and its quarterly financial results may be subject to seasonality and market cyclicality, each of which could cause its share price to be negatively affected. The markets within which the Company operates may be influenced by general economic conditions, economic cycles and, in the case of the real estate market, annual seasonality factors, among others, which in turn may impact the Company’s financial results. With respect to the real estate market, different sectors of the industry, such as office , industrial, retail, multifamily and others are influenced differently by different factors and have historically moved through economic cycles with different timing. As such, it is difficult to estimate the potential impact of economic cycles and conditions or seasonality from year -to-year on the Company’s overall operating results. With respect to seasonality, the timing of widely observed holidays and vacation periods, particularly slowdowns during the end -of- year holiday period, and availability of rea l estate agents and related service providers during these periods could significantly affect the Company’s quarterly operating results during those periods. If the Company is unable to adequately respond to economic, seasonal or cyclical conditions, its r evenues, expenses and operating results may fluctuate from quarter to quarter. The Company’s operating results, revenues and expenses may fluctuate for many reasons. Fluctuations or seasonality effects could negatively affect the Company’s results of operations during the period in question and/or future periods or cause its share price to decline. In addition, changes in accounting policies or practices may affect the Company’s financial statements. Fluctuations in its financial results, revenues and expenses may cause the market price of the Company’s Common Shares to decline. The Company is subject to risks inherent in foreign operations. The Company estimates that approximately 42% of its revenue is generated outside of Canada, which percentage may increase in the future. The Company intends to selectively pursue international market growth opportunities, which could result in those international sales accounting for a more significant portion of the Company’s revenue. The Company has committed, and may continue to commit, significant resources to its international operations and sales and marketing activities. While the Company has experience conducting business outside of Canada, it may not be aware of all the factors that may affect its business in foreign jurisdictions. The Company is subject to a number of risks associated with international business activities that may increase costs and require significant management attention. International operations carry certain risks and associated costs, such as the complexities and expense of administering a business abroad, complications in compliance with and unexpected changes in regulatory requirements, foreign laws, trading and investment policies, exchange controls, tariffs and other trade barriers, difficulties in collecting accounts receivable, potential adverse tax consequences, uncertainties of laws, difficulties in protecting, maintaining or enforcing intellectual property rights, difficulty in managing a geographically dispersed workforce in compliance with diverse local laws and customs and other factors, depending upon the country involved. Moreover, local laws and customs in many coun tries differ significantly and compliance with the laws of

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- 35 - multiple jurisdictions can be complex, difficult and costly. The Company cannot assure that risks inherent in its foreign operations will not have a material adverse effect on its business. Exchange rate fluctuations may adversely affect the Company’s results and/or compliance with financial covenants. Due to the Company’s international operations, the Company may be exposed to the effects of fluctuations in currency exchange rates. Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in a foreign currency), the Company’s obligation to repay the principal and interest of the Term Loan B and the Senior Secured 2029 Notes in a foreign currency (USD) and the Company’s net investments in foreign subsidiaries. The Company generates revenue and incurs expenses for employee compensation and other opera ting expenses through its UK, Australian and South African operations in the local currency. Fluctuations in the exchange rates between the Canadian dollar and the UK pound sterling, Australian dollar or South African rand could result in the dollar equivalent of such revenue and expenses being lower, which could have a negative net impact on the Company’s reported operating results. The Company has entered into a re-rate swap agreement to mitigate this risk with respect to its debt denominated in US dollars. The preparation of the Company’s consolidated financial statements requires management to make judgments, estimates and assumptions. The preparation of financial statements in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board requires management to make judgments, estimates, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience and on v arious other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources. The Company’s results of operations may be adversely affected if its assumptions change or if actual circumstances differ from those in its assumptions, which could cause its results of operations to fall below the expectations of securities analysts and investors, resulting in a d ecline in the trading price of Common Shares. Significant judgments, estimates and assumptions used in preparing the Company’s consolidated financial statements include, or may in the future include, those related to business combinations, goodwill and indefinite -lived intangible assets, impairment of long -lived assets, income taxes, fair value of share-based compensation and fair value of financial instruments. If the Company cannot maintain its corporate culture, the Company could lose valuable qualities from its workforce. The Company believes that its corporate culture is a critical component of its success. As the Company develops the infrastructure of a public company and continues to grow, the Company may find it difficult to maintain these valuable aspects of its corporate culture. Failure to preserve its corporate culture could negatively impact the Company’s future success, including its ability to attract and retain employees, encourage innovation and teamwork and effectively focus on and pursue its corporate objectives. Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information. In order to protect the Company’s technologies and processes, the Company relies in part on confidentiality agreements with its employees, licensees, independent contractors and other advisors. These agreements may not effectively prevent disclosure of confidential i nformation, including trade secrets, and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover the Company’s trade secrets and proprietary information, and in such cases the Company could not assert any trade secret rights against such parties. To the extent that the Company’s employees, contractors or other third parties with whom it does business use intellectual property owned by others in their work for the Company, disputes may arise as to the rights in related or resulting know -how and inventions. The loss of trade secret protection could make it easier for third parties to compete with the Company’s services by copying functionality. In addition, any

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- 36 - changes in, or unexpected interpretations of, intellectual property laws may compromise the Company’s ability to enforce its trade secret and intellectual property rights. Costly and time -consuming litigation could be necessary to enforce and determine the scope of the Company’s proprietary rights, and failure to obtain or maintain protection of its trade secrets or other proprietary information could harm the Company’s business, results of operations, reputation and competitive position. The Company may be subject to claims that its employees have wrongfully used or disclosed alleged trade secrets of their former employers. The Company may employ individuals who were previously employed at other companies, including the Company’s competitors or potential competitors. The Company may be subject to c laims that these employees or the Company itself has inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former employers. Litigation may be necessary to defend against these claims. Even if the Company is successful in defending against these claims, litigation could result in substantial costs and be a distraction to management. Claims for indemnification by the Company’s directors and officers may reduce its available funds to satisfy successful third-party claims against the Company and may reduce the amount of money available to it. The Company has indemnification agreements with each of its directors and officers. The indemnification agreements will generally require that the Company indemnify and hold the indemnitees harmless to the fullest extent permitted by law for liabilities ar ising out of the indemnitees’ service to the Company as directors and officers, provided that the indemnitees acted honestly and in good faith with a view to the best interests of the Company and , in the case of a criminal or administrative proceeding that is enforced by a monetary penalty, the indemnitees’ had reasonable grounds for believing that his or her conduct was lawful. The indemnification agreements will also provide for the advancement of defense expenses to the indemnitees by the Company provided that the indemnitees must repay all advances if it is finally determined that the indemnitees are not entitled to indemnification under the agreements , or the payment of any costs is prohibited by applicable law. The obligation to repay advances of defense expenses will be unsecured and no interest will be charged thereon. Any claims for indemnification by the Company’s directors and officers may reduce its available funds to satisfy successful third-party claims against the Company and may reduce the amount of money available to it. The Company’s business is subject to the risks of earthquakes, fires, floods and other natural catastrophic events and to interruption by man-made problems such as terrorism. The Company’s systems and operations, including its offsite datacenters which are managed by third party services providers, are vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, terrorist atta cks, acts of war and similar events. For example, a significant natural disaster, such as an earthquake, fire or flood, could have a material adverse impact on the Company’s business, operating results and financial condition and its insurance coverage may be insufficient to compensate the Company for losses that may occur. Acts of terrorism, which may be targeted at metropolitan areas which have higher population density than rural areas, could cause disruptions in the Company’s or its clients’ businesses or the economy as a whole. The Company may not have sufficient protection or recovery plans in certain circumstances, such as natural disasters affecting any area in which its datacenters are located, and its business interruption insurance may be insufficient to compensate the Company for losses that may occur. Dividends are not guaranteed and may fluctuate with the performance of the business. While the Company historically paid quarterly dividends, on May 19, 2026, the Company announced that the Board has elected to indefinitely suspend the declaration and payment of dividends (quarterly or otherwise) until further notice. The decision by the Board not to reinstate the declaration and payment of divid ends was based on the Company’s capital allocation priorities, specifically the Company’s focus on debt reduction and capital reinvestment. The declaration and payment of future dividends, if any, is at the discretion of the Board and is subject to a number of factors, including the Company’s financial performance, cash flow requirements, debt covenants and other considerations the Board deems relevant. There is no assurance that dividends will be declared or paid in any future period.

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- 37 - In the event the Board of Directors determines to pay dividends in the future, it should also be noted that there can be no assurance regarding the amount of income generated by the Company’s business in the future. The ability of the Company to pay dividends, and the actual amount distributed, is entirely dependent on the operations of the Company, and is subject to various factors including financial performance, cash generated from operations, obligations under applicable credit facilities, fluctuations in working capital and capital expenditure requirements. Unlike fixed-income securities, there is no obligation of the Company to distribute to shareholders any fixed amount, and reductions in, or suspensions of, cash dividends may occur that would reduce yield based on the price of the Common Shares. The market value of the Common Shares will deteriorate if the Company is unable to pay dividends in the future, and that deterioration may be significant. The Company’s by-laws provide that any derivative actions, actions relating to breach of fiduciary duties and other matters relating to the internal affairs of the Company will be required to be litigated in Canada, which could limit an investor’s ability to obtain a favourable judicial forum for disputes with the Company. The Company’s by -laws include a forum selection provision that provides that, unless the Company consents in writing to the selection of an alternative forum, the Superior Court of Justice of the Province of Ontario, Canada and the appellate courts therefrom (or, failing such court, any other “court” (as defined in the OBCA) having jurisdiction and the appellate courts therefrom), shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on the Company’s behalf, (b) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of the Company’s directors, officers, or other employees to the Company, (c) any action or proceeding asserting a claim arising pursuant to any provision of the OBCA or the articles or the by-laws of the Company (as either may be amended from time to time) or (d) any action or proceeding asserting a claim otherwise related to the relationships among the Company, its affiliates and their respective shareholders, directors and/or officers, but excluding claims related to the business carried on by the Company or its affiliates and their respective shareholders, directors and/or officers. The Company’s by-laws also provide that its shareholders are deemed to have consented to personal jurisdiction in the Province of Ontario and to service of process on their counsel in any foreign action initiated in violation of the Company’s by -laws. Therefore, it may not be possible for shareholders to litigate any action relating to the foregoing matters outside of the Province of Ontario. While forum selection clauses in corporate charters and by-laws are becoming more commonplace for public companies in the U.S. and have been upheld by courts in certain states, they are untested in Canada. It is possible that the validity of the Company’s forum selection by-law could be challenged and that a court could rule that such a by-law is inapplicable or unenforceable. If a court were to find the Company’s forum selection by -law inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, the Company may incur additional costs associated with resolving such matters in other jurisdictions and the Company may not obtain the benefits of limiting jurisdiction to the courts selected. Plantro and OneMove may have interests that conflict with the interests of the Company’s other shareholders. The Investor Rights Agreement provides Plantro and OneMove with, among other things (a) Nomination Rights; and (b) Pre -Emptive Rights. In addition, the Plantro Cooperation Agreement provides Plantro with certain rights as outlined herein, and the Settlement Agreement provides OneMove with certain rights as outlined herein. The interests of Plantro and OneMove may not be the same as those of the Company’s other shareholders, and conflicts of interest may arise from time to time that may be resolved in a manner detrimental to the Company or the Company’s minority shareholders. See “Agreements with Shareholders – Investor Rights Agreement”. Securities analysts’ research or reports could impact the price of the Common Shares. The trading market for the Common Shares will rely in part on the research and reports that industry or financial analysts publish about the Company or the Company’s business. The Company does not currently have and may never obtain research coverage by industry or financial analysts. If no or few analysts commence coverage of the Company, the trading price of the Common Shares would likely decrease. Even if the Company does obtain analyst coverage, if one or more of the analysts covering the Company’s business downgrade their evaluations of the Common Shares or share price, the price of the Common Shares could decline. If one or more of these analysts cease to cover the Common Shares, the Company could lose visibility in the market for the Common Shares, which in turn could cause the share price to decline.

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- 38 - If tax laws change or the Company experiences adverse outcomes resulting from examination by the tax authorities of its income tax returns, the Company’s results of operations could be adversely affected. The Company is subject to federal, provincial and local income taxes in Canada and in foreign jurisdictions. The Company’s future effective tax rates and the value of its deferred tax assets could be adversely affected by changes in tax laws. In addition, the Company is subject to the examination of its income tax returns by the Canad a Revenue Agency (the “CRA”) and other tax authorities. The Company regularly assesses the likelihood of adverse outcomes resulting from such examinations to determine the adequacy of its provision for income tax. Significant judgment is required in determining the Company’s worldwide provision for income taxes. Although the Company believes it has made appropriate provisions for taxes in the jurisdictions in which it operates, changes in the tax laws or challenges from tax authorities under existing tax laws could adversely affect the Company’s business, financial condition and results of operations. The Company is a Holding Company. The Company is a holding company , and a substantial portion of its assets will be the common shares of Dye & Durham Corporation. As a result, investors in the Company are subject to the risks attributable to the Company’s current and future subsidiaries. As a holding company, the Company conducts substantially all its business through Dye & Durham Corporation, which will generate substantially all of its revenue for the foreseeable future. Consequently, the Company’s cash flows are dependent on the earnings of its subsidiaries and the distribution of those earnings to the Company. The ability of these entities to pay dividends and other distributions will depend on their operating results and will be subject to applicable laws and regulations which require that solvency and capital standards be maintained by such companies and contractual restrictions contained in the instruments governing their debt. In the event of a bankruptcy, liquidation or reorganization of any of the Company’s subsidiaries, holders of indebtedness and trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to the Company. Risks Related to Our Indebtedness and the Senior Secured 2029 Notes The risks and uncertainties outlined below are in reference to the FY2024 Credit Facility and the Senior Secured 2029 Notes. The following summary of “risk factors” relating to the Company’s indebtedness does not purport to be exhaustive or to summarize all the risks that may be associated with the Company’s indebtedness, the FY2024 Credit Facility and the Senior Secured 2029 Notes. Additional risks and uncertainties not presently known to Dye & Durham, or that it believes to be immaterial, may impact stakeholders. Each potential investor is advised and expected to conduct its own investigation into the Company and to arrive at an independent evaluation of the investment. The FY2024 Credit Facility and the 2029 Notes I ndenture contain mandatory prepayments (or requirements to offer to redeem), restrictive covenants and events of default and the FY2024 Credit Facility requires the Company not to exceed a prescribed consolidated first lien net leverage ratio at any time when the amount borrowed under the New Revolving Facility exceeds a specified threshold. The FY2024 Credit Facility and the 2029 Notes Indenture contain restrictive covenants that limit the discretion of its management with respect to certain business matters. These covenants place restrictions on, among other things, the Company’s ability to incur additional indebtedness, to create liens or other encumbrances not permitted by the FY2024 Credit Facility or the 2029 Notes Indenture, to make investments (subject to certain conditions), to make any material change to the nature of its business, to sell or otherwise dispose of assets (subject to certain conditions), to acquire or purchase shares or equity interests (subject to certain conditions) and to enter into mergers, consolidations, dissolutions, corporate reorganization s and similar transactions. In addition, the FY2024 C redit Facility contains a consolidated first lien net leverage ratio covenant when the amount borrowed under the New Revolving Facility exceeds a specified threshold. A failure to comply with the covenants in the FY2024 Credit Facility or the 2029 Notes Indenture could result in an event of default which, if not cured or waived, could result in accelerated repayment. Additionally, the FY2024 Credit Facility and the 2029 Notes Indenture contain change of control provisions which are triggered if, among other circumstances : (a) any person or persons (acting together) own or control, directly or indirectly, at least 35% of the outstanding equity interests of Dye & Durham, (b) Dye & Durham ceases to own 100% of the outstanding equity interests of Dye & Durham Corporation or (c) Dye & Durham sells substantially all its assets or undergoes certain corporate transactions unless the shareholders of Dye & Durham entitled to vote in the election

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- 39 - of the Board of Directors of Dye & Durham immediately prior to such transactions hold a majority of the total voting power of the continuing corporation following such transactions (a “ Change of Control ”). A change in direct or indirect shareholdings of Dye & Durham could therefore result in accelerated repayment. A Change of Control will result in an event of default under the FY2024 Credit Facility and will require that Dye & Durham Corporation offer to repurchase all the Senior Secured 2029 Notes. A change in direct or indirect shareholdings of Dye & Durham could therefore result in accelerated repayment. If the repayment of the FY2024 Credit Facility or the Senior Secured 2029 Notes were to be accelerated, there can be no assurance that the security provided thereunder would be sufficient to repay the FY2024 Credit Facility and/or the Senior Secured 2029 Notes in full. The Company has a substantial amount of indebtedness, which could adversely affect its financial position. The Company has a substantial amount of indebtedness. Subject to the limitations in the FY2024 Credit Facility, the 2029 Notes Indenture and the Debenture Indenture, the Company may also incur significant additional indebtedness in the future. The Company’s substantial indebtedness may: • make it difficult for the Company to satisfy its financial obligations, including making scheduled principal and interest payments on the FY2024 Credit Facility , the Senior Secured 2029 Notes and its other indebtedness; • increase the Company’s vulnerability to adverse economic, regulatory and industry conditions; • limit the Company’s ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes; • limit the Company’s ability to use its cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes; • limit the Company’s ability to execute any transaction as a result of the strategic review of its non-core assets; • require the Company to use a substantial portion of its cash flow from operations to make debt service payments, thereby reducing funds available for operations and other purposes; • limit the Company’s flexibility to plan for, or react to, changes in its business and industry; • make the Company more vulnerable to increases in interest rates; and • place the Company at a competitive disadvantage compared to its less leveraged competitors. Further, certain borrowings under the FY2024 Credit Facility are at variable rates of interest and expose the Company to interest rate risk. If interest rates increase, the Company’s debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and the Company’s net income would decrease. Accelerated maturity on the New Revolving Facility and the Term Loan B may be triggered by the current outstanding indebtedness of the Company. The New Revolving Facility has a maturity date of April 11, 2029 and the Term Loan B has a maturity date of April 11, 2031. The maturity dates of the New Revolving Facility and the Term Loan B facility are subject, in each case, to a springing maturity of 91 days prior to the maturity date of the Senior Secured 2029 Notes, if the Senior Secured 2029 Notes have not been repaid in full, extended, refinanced or replaced on or prior to s uch date. The ability of the Company to make payment on the accelerated maturity date or to refinance its debt obligations, including the FY2024 Credit Facility, depends on the Company’s financial condition and operating performance, which are subject to a number of factors beyond the Company’s control. The Company’s inability to generate sufficient cash flow to satisfy its debt obligations on the required maturity dates, or to refinance its indebtedness on commercially reasonable terms or at all, would materially and adversely affect the Company’s business, results of operations and financial condition. The Company may find it more difficult to fund future working capital, capital expenditures, general corporate expenses or other items, and the Company could have to allocate a substantial portion of its cash resources to the payment on its indebtedness, which would reduce the funds available for operations. The Company, from time to time, has and anticipates having indebtedness. Its ability to make payments of principal and interest on its debt will depend on its future operating performance and its ability to enter into additional debt and equity financings which, to a certain extent, is subject to economic, financial, competitive and other factors beyond the Company’s control. If, in the future, the Company is unable to generate sufficient cash flows to service its debt,

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- 40 - the Company may be required to refinance all or a portion of its existing debt or obtain additional financing. There can be no assurance that any such refinancing would be possible or that any additional financing could be obtained on terms acceptable to the Company or at all. The inability to obtain additional financing could have a material adverse effect on the Company’s operating performance and any additional equity financing would result in the dilution of shareholders. The Company’s debt servicing costs could increase. The Bank of Canada and the US Federal Reserve have announced several interest rate increases and decreases over the last several fiscal years. Increases in interest rates would result in a higher interest expense on borrowings tied to variable rates of interest, partially offset by lower current or deferred income tax expense. Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on a portion of its newly refinanced debt, being the Term Loan B and the New Revolving Facility, for which the interest rate may be adjusted with future fluctuations in various reference rates. Furthermore, adverse credit market conditions could limit the Company’s ability to refinance the FY2024 Credit Facility and the Senior Secured 2029 Notes. Despite current levels of indebtedness, the Company may still be able to incur substantially more indebtedness, which could exacerbate the risks associated with the Company’s substantial indebtedness. The Company may be able to incur substantial additional indebtedness in the future. The terms of the 2029 Notes Indenture and the FY2024 Credit Facility limit, but do not prohibit, the Company from incurring additional indebtedness, including secured indebtedness. In addition, the terms of the FY2024 Credit Facility and the 2029 Notes Indenture permit the Company in certain circumstances to incur additional indebtedness, including secured indebtedness, which may also be guaranteed by the guarantors under the FY2024 Credit Facility and the 2029 Notes Indenture. If new indebtedness or other liabilities are added to the Company’s current debt levels, the related risks that the Company and its subsidiaries now face could intensify. The Company may not be able to generate sufficient cash to service its debt obligations. The Company’s ability to make payments of principal and interest on its debt and to refinance its indebtedness, including the FY2024 Credit Facility and the Senior Secured 2029 Notes, will depend on its financial and operating performance and its ability to enter into additional debt and equity financings, which is subject to prevailing economic and competitive conditions and to certain financial, busin ess and other factors beyond the Company’s control. The Company may be unable to maintain a level of cash flows from operating ac tivities sufficient to permit it to pay the principal, premium (if any) and interest on its indebtedness, including the FY2024 Credit Facility and the Senior Secured 2029 Notes. If the Company’s cash flows and capital resources are insufficient to fund its debt service obligations, it may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance all or a portion of its indebtedness, including the FY2024 Credit Facility and the Senior Secured 2029 Notes. These alternative measures may not be successful and may not permit the Company to meet its scheduled debt service obligations. In the absence of such ope rating results and resources, the Company could face substantial liquidity problems and might be required to dispose of material assets or operations to meet its debt service and other obligations. The 2029 Notes Indenture, the Debenture Indenture and the FY2024 Credit Facility restrict the Company’s ability to dispose of assets, use the proceeds from any disposition of assets and to refinance the Company’s indebtedness. Covenants in the Company’s debt agreements substantially restrict the Company’s business. The 2029 Notes Indenture, the Debenture Indenture and the FY2024 Credit Facility contain various covenants that limit the Company’s ability and/or its restricted subsidiaries’ ability to, among other things, incur or assume liens or additional debt, pay dividends or repurchase capital stock, prepay, redeem or repurchase debt, make loans and investments, consolidate or merge with or into another entity and sell assets and capital stock.

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- 41 - In addition to the above, the 2029 Notes Indenture, the Debenture Indenture and the FY2024 Credit Facility contain restrictive covenants and additional covenants that limit the Company’s ability and/or its restricted subsidiaries’ ability to, among other things, issue redeemable stock and preferred stock, make capital expenditures a nd sell substantially all of its assets and events of default. The FY2024 Credit Facility also requires the Company on a consolidated basis to maintain, based on a level of utilization of the New Revolving Facility, on a quarterly basis, a prescribed consolidated first lien net leverage ratio. A breach of this covenant could result in an event of default under the FY2024 Credit Facility, which if not cured or waived could result in a cross default under the 2029 Notes Indenture and/or the Debenture Indenture. Other events of default under the FY2024 Credit Facility and the 2029 Notes Indenture include, among other things, non-payments of amounts due thereunder, breaches of specific covenants, breaches of representations and warranties, cross-defaults under other credit documents, the commencement of i nsolvency proceedings against the Company and/or the Company’s restricted subsidiaries and, in the case of the FY2024 Credit Facility, the occurrence of a change of control (as defined thereunder). Upon the occurrence of an event of default which is continuing under the FY2024 Credit Facility and/or the 2029 Notes Indenture , the lenders and/or holders (as the case may be) could elect to declare all amounts outstanding under the FY2024 Credit Facility or the Senior Secured 2029 Notes , as applicable, to be immediately due and payable and , in the case of the FY2024 Credit Facility, terminate all commitments to extend further credit. If the Company were unable to repay those amounts, the agent acting on behalf of the lenders and/or holders (as the case may be) could proceed against the collateral granted to secure their indebtedness. The Company has pledged or will pledge a significant portion of its and its subsidiaries’ assets as collateral under the FY2024 Credit Facility and the 2029 Notes Indenture. A lowering or withdrawal of the ratings on the Company’s debt securities by rating agencies may increase its future borrowing costs and reduce the Company’s access to capital. A rating agency’s rating of the Company’s debt securities is not a recommendation to purchase, sell or hold any particular security. Such ratings are limited in scope and do not comment as to material risks relating to an investment in the Senior Secured 2029 Notes. There is no assurance that such credit ratings will remain in effect for any given period of time. Rating agencies also may lower, suspend or withdraw ratings on the Senior Secured 2029 Notes or the Company’s other debt in the future. Any lowering, suspension or withdrawal of such ratings may have an adverse effect on the market prices o r marketability of the Company’s indebtedness and make it more di fficult or more expensive for the Company to obtain additional debt financing. The FY2024 Credit Facility and the 2029 Notes Indenture contain mandatory prepayments, restrictive covenants and events of default and the FY2024 Credit Facility requires the Company not to exceed a prescribed consolidated first lien net leverage ratio if, on the last day of any fiscal quarter, the aggregate principal amount of all outstanding revolving loans and letter of credit obligations exceeds a specified threshold of the aggregate revolving credit commitment under the New Revolving Facility. The FY2024 Credit Facility and the 2029 Notes Indenture contain restrictive covenants that l imit the discretion of management with respect to certain business matters. These covenants place restrict ions on, among other things, the Company’s ability to incur additional indebtedness, to create liens or other encumbrances, to make investments, to make any material change to the nature of the business, to sell or otherwise dispose of assets, to acquire or purchase shares or equity interests and to enter into mergers, consolidations, dissolutions, corporate reorganizations and similar transactions, in each case subject to certain conditions. In addition, the FY2024 Credit Facility contains a consolidated first lien net leverage ratio covenant if, on the last day of any fiscal quarter, the aggregate principal amount of all outstanding revolving loans and letter of credit obligations exceeds a specified threshold of the aggregate revolving credit commitment under the New Revolving Facility. A failure to comply with the covenants could result in an event of default which, if not cured or waived, could result in accelerat ed repayment. Additionally, the FY2024 Credit Facility and the 2029 Notes Indenture contain change of control provisions which are triggered if, among other circumstances, there is a Change of Control (as defined herein). A change in direct or indirect shareholdings of Dye & Durham could therefore result in accelerated repayment. A Change of Control will result in an event of default under the FY2024 Credit Facility and will require that Dye & Durham Corporation offer to repurchase all the Senior Secured 2029 Notes. A change in direct or indirect shareholdings of Dye & Durham could therefore result in accelerated repayment. If the repayment of the FY2024 Credit Facility or the Senior Secured 2029 Notes were to be

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- 42 - accelerated, there can be no assurance that the security provided thereunder would be sufficient to repay the FY2024 Credit Facility and/or the Senior Secured 2029 Notes in full. If the Company defaults on its obligations to pay its indebtedness, it may not be able to make payments on the FY2024 Credit Facility and/or the Senior Secured 2029 Notes. Any default un der the agreements governing the Company’s indebtedness, including a default under the FY2024 Credit Facility or the Senior Secured 2029 Notes, that is not cured (if possible) or waived by the required lenders or holders thereunder, and the remedies sought by such lenders or holders, could prevent the Company from paying principal, premium (if any) and interest on the FY2024 Credit Facility and/or the Senior Secured 2029 Notes and substantially decrease the market value of such indebtedness. If the Company were unable to generate sufficient cash flow and is otherwise unable to obtain funds necessary to meet required payments of principal, premium (if any) and interest on its indebtedness, or if the Company otherwise fail s to comply with the various covenants, including financial and operating covenants, in the instruments governing its indebtedness (including covenants in the FY2024 Credit Facility and the 2029 Notes Indenture), the Company could be in default under the terms of the agreements governing such indebtedness, including the FY2024 Credit Facility and the 2029 Notes Indenture. In the event of such default, the lenders or holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, and the agent on behalf of the lenders under the FY2024 Credit Facility and/or the Notes trustees on behalf of the holders of the Senior Secured 2029 Notes could elect to institute enforcement proceedings, including foreclosure proceedings against the Company’s and its subsidiaries’ assets, and those companies could be forced into bankruptcy or liquidation. If the Company’s operating performance declines, it may in the future need to obtain waivers from the required lenders under the FY2024 Credit Facility and/or the holders of the Senior Secured 2029 Notes to avoid being in default. If the Company breaches its covenants under the FY2024 Credit Facility or the 2029 Notes Indenture and seeks a waiver, it may not be able to obtain a waiver from the required lenders or holders. If this occurs, the Company would be in default and the lenders and/or holders could exercise various enforcement rights. The value of the collateral on secured i ndebtedness may not be sufficient to satisfy the Company’s obligations under the Senior Secured 2029 Notes, the FY2024 Credit Facility and any other secured indebtedness. No appraisal of the value of collateral has been made in connection with the FY2024 Credit Facility or the Senior Secured 2029 Notes , and the fair market value of collateral is subject to fluctuations based on factors that include, among others, general economic conditions and similar factors. The amount to be received upon a sale of collateral would be dependent on numerous factors, i ncluding, but not limited to, the actual fair market value of collateral at such time, the timing and the manner of the sale and the availability of buyers. By its nature, portions of collateral may be illiquid or intangible and may have no readily ascerta inable market value. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, collateral may not be sold in a timely or orderly manner, and the proceeds from any sale or liquidation of this collateral may not be sufficient to pay the Company’s obligations under the FY2024 Credit Facility and/or the Senior Secured 2029 Notes (includ ing after taking into account all of the Company’s other obligations secured thereby on a first -priority basis). Any claim for the difference between the amount (if any) realized by the lenders under the FY2024 Credit Facility and/or the holders of the Senior Secured 2029 Notes from the sale of collateral will rank equally in right of payment with all of the Company’s other unsecured unsubordinated indebtedness and other obligations, including trade payables. In addition, in the event of a foreclosure, liquidation, bankruptcy or similar proceeding, the lenders under the FY2024 Credit Facility will share the proceeds of collateral ratably with the holders of the Senior Secured 2029 Notes, thereby diluting collateral coverage. The collateral securing the FY2024 Credit Facility and the Senior Secured 2029 Notes may be diluted under certain circumstances. The collateral that secures the Senior Secured 2029 Notes also secures the Company’s obligations under the FY2024 Credit Facility. The collateral may also secure additional senior indebtedness, including additional note offerings, that the Company may incur in the future, subject to restrictions on the Company’s ability to incur debts and liens under the FY2024 Credit Facility and the 2029 Notes Indenture. Rights to the collateral would be diluted by any increase in the indebtedness secured by the collateral on a pari passu or priority basis.

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- 43 - Certain Canadian bankruptcy, insolvency and other laws may impair the rights of the lenders under the FY2024 Credit Facility and/or the holders of Senior Secured 2029 Notes and their ability to enforce their rights or remedies under the debt documents. Canadian bankruptcy, insolvency, winding-up, reorganization and other restructuring or similar corporate arrangement legislation (“Canadian insolvency law”) may impair, delay, stay, compromise or otherwise restrict the r ights of the administrative agent, the collateral agent or the lenders under the FY2024 Credit Facility and/or the holders of the Senior Secured 2029 Notes, the trustee or the notes collateral agent to enforce remedies under the FY2024 Credit Facility, the Senior Secured 2029 Notes, the 2029 Notes Indenture, the guarantees or in respect of the collateral if the benefit of the applicable Canadian insolvency law is sought with respect to the Company or the Canadian guarantors. In Canada, insolvency proceedings are principally governed by the Bankruptcy and Insolvency Act (Canada) (the “BIA”) and the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”). Under Canadian insolvency law, and in particular under the BIA and the CCAA, an insolvent debtor may obtain a stay of proceedings or other rights and remedies in favo ur of itself and its property against its creditors and others and prepare and file a restructuring proposal or a plan of compromise or arrangement, as applicable, to be voted on by the various classes of its affected creditors. Such a proposal, compromise or arrangement, if accepted by the requisite majorities of each affected class of creditors and if sanctioned by the relevant Canadian court and implemented, would be binding on all affected creditors, including those affected creditors that did not vote t o accept the proposal, compromise or arrangement. In addition, the relevant Canadian court may, subject to certain conditions, create court-ordered charges on the assets of the debtor to secure, amongst other things, interim financing, professional fees, a mounts owing to critical suppliers and post-filing director and officer liabilities. Such court-ordered charges may rank in priority to the debtor’s existing indebtedness, including the secured debt evidenced by the FY2024 Credit Facility and the Senior Secured 2029 Notes. In certain conditions, Canadian insolvency law permits the debtor (or its court appointed receiver) to retain possession and administration of its property (including property that constitutes collateral) subject to court oversight, even though it may be in default under the applicable debt instrument or security document during the period that the stay of proceedings remains in place and the ability of its creditors to enforce their rights upon such default may be impaired, delayed, stayed, compromised or otherwise restricted. It may also be possible under Canadian insolvency law for the debtor (or, in some circumstances, a creditor) to seek court approval to conduct a court -supervised sales process and to ultimately, with court approval, conclude a sale of all or part of the debtor’s assets without the consent of its creditors. In addition, it may be possible to restructure or recapitalize certain debt obligations under applicable corporate statutes without commencing formal insolvency proceedings. In this regard, if the Company were to become subject to a proceeding under applicable Canadian insolvency law, the approval threshold requirements provided in the FY2024 Credit Facility or the 2029 Notes Indenture for modification of certain rights of the lenders under the FY2024 Credit Facility or the holders of Senior Secured 2029 Notes may be disregarded and the applicable statute or the court will establish the approval threshold. The powers of the court under Canadian insolvency law, and in particular under the CCAA, have been interpreted and exercised broadly and remedially so as to preserve the enterprise value of a debtor and protect such debtor and its assets from actions taken by creditors and other parties. Accordingly, the Company cannot predict whether payments under the FY2024 Credit Facility, Senior Secured 2029 Notes or the guarantees thereof would be made during any proceedings under Canadian insolvency law, whether (and to what extent) or when the lenders or the administrative agent or collateral agent or notes collateral agent, as applicable, could exercise their rights under the FY2024 Credit Facility or the 2029 Notes Indenture, the guarantees or the security documents or in respect of the collateral during any such proceedings, or whether (and to what extent) lenders under the FY2024 Credit Facility or the administrative agent or collateral agent and/or holders of the Senior Secured 2029 Notes would be compensated for any delays in payment of principal, interest and costs, including the fees and disbursements of the notes collateral agent or the loss of value of the collateral. If the Company were to become subject to any proceedings under Canadian insolvency law, it may cease making payments on the FY2024 Credit Facility and the Senior Secured 2029 Notes and the lenders and/or notes collateral agent, as applicable, may not be able to exercise their rights under the relevant security documents or the 2029 Notes Indenture, respectively, following commencement of or during such proceedings, without leave of the court. In the context of a proceeding under the BIA or the CCAA, the relevant Canadian court may review asset transfers and transactions undertaken by a debtor within specified time periods prior to the initiation of the proceeding to determine if the debtor was engaged in any transfers at undervalue or preferences. Transfers at undervalue and preferences may be declared void (or not set up against the trustee in bankruptcy or monitor) if certain conditions are

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- 44 - satisfied. Trustees in bankruptcy or monitors, as applicable, creditors and other qualified stakeholders may also seek to void, set aside or otherwise challenge transactions under provincial, territorial and federal legislation. The Company has property located outside of Canada and certain of the subsidiaries that guarantee the FY2024 Credit Facility and the Senior Secured 2029 Notes and provide collateral are organized in Australia and England and Wales. Canadian courts, acting pursuant to Canadian insolvency law, can be vested with jurisdiction over a debtor’s property wherever it is located, including property situated in oth er countries. Courts outside of Canada, however, may not recognize the relevant Canadian court’s jurisdiction or those non -Canadian jurisdictions may have laws that are materially different from, or in conflict with, Canadian insolvency law. This could mak e administering a Canadian proceeding conducted under Canadian insolvency law difficult. Further, if certain criteria are met, it is possible that a bankruptcy, insolvency or similar proceeding could be initiated in Australia, England and Wales, or any oth er non- Canadian jurisdiction where permitted by law, such as the United States. If proceedings are initiated outside of Canada, both the BIA and the CCAA allow a representative authorized in a foreign proceeding in respect of a debtor to seek recognition in Canada of the foreign insol vency proceeding. Accordingly, if the Company were to be subject to an insolvency proceeding outside of Canada and subsequently sought recognition of such proceeding in Canada, a Canadian court may recognize the foreign proceeding as a “foreign non -main proceeding.” The relevant Canadian court may—but is not required to—grant a stay of proceedings in Canada in the case of a foreign non-main proceeding. Certain other relief may also be impacted if a foreign proceeding is determined to be a “foreign non-main proceeding” rather than a “foreign main proceeding.” The right to receive payments under the FY2024 Credit Facility and on the Senior Secured 2029 N otes and the guarantees is effectively subordinated to the extent that any ot her indebtedness is secured by l iens on assets not constituting collateral. The FY2024 Credit Facility and the 2029 Notes Indenture permit the Company to secure additional indebtedness on assets other than the collateral in the future, which may include financing for potential acquisitions, working capital, capital expenditures or general corporate purposes. If the Company or a guarantor becomes insolvent or is liquidated, the lenders under the Company’s or such guarantor’s indebtedness secured by liens on assets other than the collateral will have claims on those assets securing their indebtedness and will have priority over any claim for payment under the FY2024 Credit Facility and/or the Senior Secured 2029 Notes or the guarantees to the extent of such security. The lenders under the FY2024 Credit Facility and/or h olders of the Senior Secured 2029 Notes will participate in the Company’s remaining assets ratably with all holders of the Company’s unsecured indebtedness that is deemed to b e of the same class as the FY2024 Credit Facility and the Senior Secured 2029 Notes , and potentially with all of the Company’s other general creditors and it is possible that there would be no assets remaining after satisfaction of the claims of such secured creditors or, if any assets remained, they might be insufficient to fully satisfy cl aims of the lenders under the FY2024 Credit Facility and/or the holders of the Senior Secured 2029 Notes. In addition, in certain jurisdictions, including England and Wales, under mandatory proceeds distribution waterfalls, payments or distributions to certain groups of creditors of a company following an enforcement, foreclosure, dissolution, winding up, liqu idation, reorganization, administration, other bankruptcy or insolvency proceeding or other similar process against such company may be subordinated to certain other unsecured indebtedness (such as certain bank debt, court, legal and current costs, taxes and impositions, state related obligations, personal injury claims and moral damage claims, severance benefits, copyright royalties or employee wages and other privileged claims). As a result, the lenders under the FY2024 Credit Facility and/or holders of the Senior Secured 2029 Notes may receive less, ratably, than holders of certain types of secured indebtedness and/or of certain types of unsecured indebtedness of the Company or its subsidiary guarantors. Because each guarantor’s liability under its guarantee may be reduced, avoided or released under certain circumstances, lenders under the FY2024 Credit Facility and holders of Senior Secured 2029 Notes may not receive any payments from some or all of the guarantors. Although lenders under the FY2024 Credit Facility and holders of Senior Secured 2029 Notes will have the benefit of the guarantees of the guarantors, the obligations of each guarantor are limited to the maximum amount that such guarantor is permitted to guarantee under applicable law. As a result, a guarantor’s liability under its guarantee could be reduced, depending on the amount and type of other obligations of such guaran tor. Further, under certain circumstances, a court under fraudulent conveyance and transfer statutes or similar laws in the jurisdiction where such

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- 45 - guarantor is incorporated could void the obligations under a guarantee or further subordinate it to all other obligations of that guarantor. The security interests are granted to the Senior Secured 2029 Notes collateral agent or the collateral agent under the FY2024 Credit Facility, as applicable, rather than directly to the holders of the Senior Secured 2029 Notes or the lenders under the FY2024 Credit Facility . In certain jurisdictions assets are not capable or cannot cost - effectively be pledged to more than one party at the same time and the granting of lien s for the benefit of the obligations under the FY2024 Credit Facility and the Senior Secured 2029 Notes will be dependent, in part, on the agreement of a common agent for such purposes. The ability of the Senior Secured 2029 Notes collateral agent or the collateral agent under the FY2024 Credit Facility, as applicable, to enforce certain of the collateral securing the Senior Secured 2029 Notes and/or the FY2024 Credit Facility may be restricted by local law. The security interests in such collateral securing the obligations under the Senior Secured 2029 Notes and/or the FY2024 Credit Facility are not granted directly to the holders of the Senior Secured 2029 Notes or the lenders under the FY2024 Credit Facility but are granted only in favo ur of the Senior Secured 2029 Notes collateral agent or the collateral agent under the FY2024 Credit Facility, as applicable. Only the applicable collateral agent has the right to enforce the applicable security. As a consequence, lenders under the FY2024 Credit Facility and holders of the Senior Secured 2029 Notes do not have direct security interests and are not entitled to take enforcement action in respect of t he collateral securing the FY2024 Credit Facility and the Senior Secured 2029 Notes, as applicable, except through the applicable collateral agent and subject to the intercreditor agreement. In addition, in accordance with applicable law or the law governing any applicable collateral document (including foreign law), certain security interests (or security interests over certain assets) may not be (or customarily are not) granted to more than one collateral agent, trustee or similar representative, or such a security interest may not be granted to more than one collateral agent, trustee or similar representative in the interests of limiting the cost of more than one grant of security, including with respect to the notarization and the registration for perfection of any relevant security documents. In addition, the lenders under the FY2024 Credit Facility and holders of the Senior Secured 2029 Notes bear risks associated with a possible insolvency, bankruptcy or similar proceedings involving the Senior Secured 2029 Notes collateral agent or the collateral agent under the FY2024 Credit Facility, as applicable, which could, under certain circumstances, result in a delay in enforcement, diminishing value or even loss of the security interests or guarantees. Lenders under the FY2024 Credit Facility and h olders of the Senior Secured 2029 Notes may have only limited control over many decisions related to the collateral. The rights of the holders of the Senior Secured 2029 Notes and the lenders under the FY2024 Credit Facility with respect to the collateral are subject to the intercreditor agreement among all holders of obligations secured on a first- priority basis by that c ollateral, including the obligations under the FY2024 Credit Facility (including undrawn portions under the revolving credit portion of the FY2024 Credit Facility and any incremental facilities provided for under the FY2024 Credit Facility ), the Senior Secured 2029 Notes and certain future creditors of debt permitte d to rank equally with the Senior Secured 2029 Notes and the obligations under the FY2024 Credit Facility. Under the terms of th e intercreditor a greement, the collateral agent under the FY2024 Credit Facility has the exclusive right (subject to limited exceptions) to exercise remedies and take enfor cement actions relating to the c ollateral acting at the direction of th e administrative agent under the FY2024 Credit Facility until the earlier of (i) such date as the FY2024 Credit Facility (and any designated refinancing thereof) has been paid in full or (ii) the date that is a specified number of days subsequent to the occurrence of an event of default under the 2029 Notes Indenture or any other agreement governing first lien debt (other than the FY2024 Credit Facility) subject to the intercreditor a greement if the authorized representative of the holders of such debt represents the largest outstanding aggregate principal amount of indebtedness secured by a first-priority lien on the collateral (other than the FY2024 Credit Facility), such debt is then due and payable in full in accordance with the terms of the agreement, and such authorized representative has complied with the applicable notice provisions so long as the agent under the FY2024 Credit Facility has not commenced and is not diligently pursuing the exercise of remedies with respect to such collateral or a material portion of the collateral or the grantor of the security interest in such c ollateral is then a debtor under or with respect to (or otherwise subject to) an insolvency or liquidation proceeding. At any time that the administrative agent or collateral agent under the FY2024 Credit Facility does not have the right to direct t he actions with respect to the collateral securing the Senior Secured 2029 Notes pursuant to the intercreditor a greement, the right to direct such actions will,

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- 46 - subject to the terms and limitations of the immediately preceding sentence, pass to the authorized representative of holders of the then largest outstanding principal amount of indebtedness secured b y a first -priority lien on the collateral. If the Company has, at such time, outstanding indebtedness that is equal in priority to the liens securing the Senior Secured 2029 Notes and the guarantees in a greater principal amount than the aggrega te principal amount of the Senior Secured 2029 Notes, then the authorized representative for such indebtedness may be next in line to exercise rights under the intercreditor agreement, rather than the Senior Secured 2029 Notes collateral agent. The 2029 Notes Indenture and the intercreditor agreement permit the Company to incur further indebtedness secured by liens ranking equally w ith the liens securing the Senior Secured 2029 Notes and the guarantees and the obligations under the FY2024 Credit Facility. As a result of these restrictions, holders of the Senior Secured 2029 Notes may not be able to act quickly or at all to have the Senior Secured 2029 Notes collateral agent realize on the collateral in the event of a default with respect to the Senior Secured 2029 Notes. Also, under the intercreditor a greement, in the eve nt that the holders of the Senior Secured 2029 Notes obtain possession of any collateral or realize any proceeds or payment in respect of any such c ollateral at any time prior to the discharge of each of the other obligations secured on a first-priority basis by the collateral, then such holders will be obligated to hold such c ollateral, proceeds or payment in trust for the other holders of such other first -priority obligations and promptly transfer such collateral, proceeds or payment, as the case may be, to the controlling collateral agent under the intercreditor a greement, to be distributed in accorda nce with the provisions of the intercreditor agreement ratably among all the holders of obligations secured on a first-priority basis by the collateral subject thereto. In addition, under the terms of the intercreditor agreement, if at any time the controlling collateral agent under the intercreditor agreement forecloses upon or otherwise exercises remedies against any collateral resulting in a sale thereof, certain liens may be automatically released and discharged. The collateral so released will no longer secure the Company’s and the guarant ors’ obligations under the FY2024 Credit Facility and/or the Senior Secured 2029 Notes. To the extent that liens securing obligations under the FY2024 Credit Facility and/or the Senior Secured 2029 Notes, pre-existing liens, liens permitted under the FY2024 Credit Facility and/or the 2029 Notes Indenture and other rights, including liens on excluded assets, such as those securing purchase money obligations and capital lease obligations granted to other parties (in addition to the holders of any other obligations secured by higher priority liens), encumber any of the collateral securing the FY2024 Credit Facility and the Senior Secured 2029 Notes, those parties may have or may exercise rights and remedies with respect to the collateral that could adversely affect the value of the collateral and the ability of the Senior Secured 2029 Notes collateral agent and the collateral agent under the FY2024 Credit Facility, the trustee under the 2029 Notes Indenture, the lenders under the FY2024 Credit Facility or the holders of the Senior Secured 2029 Notes to realize or foreclose on the collateral. As a result of these restrictions, lenders under the FY2024 Credit Facility and holders of the Senior Secured 2029 Notes may not be able to act qu ickly or at all to have the applicable collateral agent realize on the collateral in the event of a default with respect to the FY2024 Credit Facility and/or the Senior Secured 2029 Notes. The value of the collateral may not be sufficient to pay off all amounts the Company may borrow under the FY2024 Credit Facility, the Senior Secured 2029 Notes and additional indebtedness that the Company may incur that would be secured by liens on the c ollateral on a pari passu basis with the FY2024 Credit Facility and the Senior Secured 2029 Notes. If the proceeds of any sale of collateral are not sufficient to repay all amounts due on the FY2024 Credit Facility and the Senior Secured 2029 Notes (after taking into account all of the Company’s other obligations secured thereby), the lenders under the FY2024 Credit Facility and the holders of the Senior Secured 2029 Notes (to the extent not repaid from the proceeds of the sale of the collateral) would have only an unsecured, unsubordinated claim against the Company’s and the guarantors’ remaining assets.

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- 47 - There are circumstances other than repayment or discharge of the FY2024 Credit Facility and the Senior Secured 2029 Notes under which the collateral securing the FY2024 Credit Facility and the Senior Secured 2029 Notes and the guarantees will be released automatically, without consent of the lenders and/or holders thereof or the consent of the trustee or the applicable collateral agent, and lenders and holders, as applicable, may not realize any payment upon release of such collateral. Under various circumstances, collateral securing the FY2024 Credit Facility and the Senior Secured 2029 Notes will be released automatically, including: • a sale, tran sfer or other disposal of such collateral (other than to the Company or one of its restricted subsidiaries) in a transaction not prohibited under the FY2024 Credit Facility and/or the 2029 Notes Indenture and the security documents; • with respect to collateral held by a guarantor, upon the release of such guarantor from its guarantee in accordance with the FY2024 Credit Facility and/or the 2029 Notes Indenture; • upon satisfaction and discharge of the FY2024 Credit Facility and/or the Senior Secured 2029 Notes or, in the case of the Senior Secured 2029 Notes, upon a legal defeasance or a covenant defeasance; • with respect to all or substantially all of the collateral, with the consent of lenders or holders holding a certain portion of the principal amount of the FY2024 Credit Facility or the Senior Secured 2029 Notes (as the case may be) outstanding; • with respect to any c ollateral that becomes “excluded property”, upon such collateral becoming “excluded property” pursuant to a transaction or circumstance not prohibited by the terms of the FY2024 Credit Facility and/or the 2029 Notes Indenture; • with respect to collateral that is capital stock, upon the dissolution of the issuer of that capital stock; • upon th e release of all liens on such c ollateral securing each other then -outstanding series of first lien indebtedness (other than in connection with the repayment in full of such series of first lien indebtedness); and • with respect to any collateral, in accordance with the intercreditor agreement. The 2029 Notes I ndenture and the FY2024 Credit Facility permit the Company to designate one or more of its restricted subsidiaries that is a guarantor as a n unrestricted subsidiary. If the Company designates a guarantor as an unrestricted subsidiary, all of the liens on any c ollateral owned by that subsidiary or any of its subsidiaries and any guarantees by that subsidiary or any of its subsidiaries will be released under the 2029 Notes I ndenture and/or the FY2024 Credit Facility, as applicable. Designation of an unrestricted subsidiary will reduce the aggregate value of the collateral to the extent that liens on the assets of the unrestricted subsidiary and its subsidiaries are released. In addition, the creditors of the unrestricted subsidiary and its subsidiaries will have a senior claim on the assets of such unrestricted subsidiary and its subsidiaries. The lenders under the FY2024 Credit Facility have the discretion to release guarantors under the FY2024 Credit Facility under a variety of circumstances, which will cause those guarantors to be released from their guarantees of the Senior Secured 2029 Notes. So long as any obligations under the FY2024 Credit Facility remain outstanding, any guarantees may be released without action by, or consent of, any holder of the Senior Secured 2029 Notes or the trustee under the 2029 Notes Indenture if, at the discretion of lenders under the FY2024 Credit Facility, such guarantor’s guarantee of the FY2024 Credit Facility is released. The lenders under the FY2024 Credit Facility have the discretion to release the guarantees under the FY2024 Credit Facility in a variety of circumstances. Any guarantors of the Senior Secured 2029 Notes that are released as guarantors under the FY2024 Credit Facility will automatically be released as guarantors of the Senior Secured 2029 Notes. Lenders under the FY2024 Credit Facility and holders of the Senior Secured 2029 Notes will not have a claim as a creditor against any entity that is no longer a guarantor of the FY2024 Credit Facility or the Senior Secured 2029 Notes (as the case may be), and the indebtedness and other liabilities, whether secured or unsecured, of all released subsidiaries will effectively be senior to the claims of the lenders under the FY2024 Credit Facility and the holders of the Senior Secured 2029 Notes.

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- 48 - The value of the collateral may not be sufficient to secure post-petition interest, fees, and expenses in a bankruptcy case of the Company or any of the guarantors. In the event of a bankruptcy of the Company or any of the guarantors, the lenders under the FY2024 Credit Facility and holders of the Senior Secured 2029 Notes would be deemed to have an unsecured claim to the extent that the Company’s obligations in respect of the FY2024 Credit Facility and the Senior Secured 2029 Notes and all of its other obligations secured by the collateral equal or exceed the value of the collateral. In the event of a Canadian bankruptcy, liquidation, dissolution, reorganization or similar proceeding affecting the Company or any guarantors, lenders under the FY2024 Credit Facility and/or the holders of the Senior Secured 2029 Notes may not be entitled to post-filing interest, fees and expenses, or may only be entitled to post-filing interest, fees and expenses to the extent that the value of their security interest in the collateral securing the FY2024 Credit Facility and/or the Senior Secured 2029 Notes, as applicable, taken in order of priority with all the ot her obligations secured by the collateral, is greater than their pre-bankruptcy claim (and all other claims against the Company or the guarantors that are secured by the collateral on a first -priority basis). Lenders under the FY2024 Credit Facility and h olders of the Senior Secured 2029 Notes may be deemed to have an unsecured claim to the extent that the Company’s pre-filing obligations in respect of the FY2024 Credit Facility and/or the Senior Secured 2029 Notes (and all of its other first- priority obligations), as applicable, exceed the value of the c ollateral. No appraisal o f the fair market value of the collateral has been prepared in connection with the FY2024 Credit Facility and the offering of the Senior Secured 2029 Notes and the Company therefore cannot provide assurance that the value of the lenders’ and holders’ interests in the collateral equals or exceeds the principal amount of the FY2024 Credit Facility and Senior Secured 2029 Notes, as applicable, and such other first-priority obligations. Lenders under the FY2024 Credit Facility and h olders of the Senior Secured 2029 Notes that have a security interest in collateral with a value equal or less than their pre-bankruptcy claim will not be entitled to a claim for post-petition interest, fees or expenses under applicable Canadian bankruptcy laws. In addition, it is possible that the bankruptcy trustee, the debtor-in-possession or competing creditors will assert that the value of the collateral with respect to the FY2024 Credit Facility and/or the Senior Secured 2029 Notes on the date of the bankruptcy filing was less than the then current principal amount under the FY2024 Credit Facility or the Senior Secured 2029 Notes (and all of the Company’s other first-priority obligations). Upon a finding by a bankruptcy court that the FY2024 Credit Facility and/or the Senior Secured 2029 Notes are under-collateralized, the claims in the bankruptcy proceeding with respect to the FY2024 Credit Facility and the Senior Secured 2029 Notes would be bifurcated between a secured claim equal to the value of the interest in the collateral and an unsecured claim, and the unsecured claim would not be entitled to the benefits of security in the collateral. The Company will, in most cases, have control over the collateral and the sale of assets could reduce the pool of assets securing the FY2024 Credit Facility and the Senior Secured 2029 Notes. The security documents that relate to the FY2024 Credit Facility and the Senior Secured 2029 Notes allow the Company and the guarantors, subject to certain exceptions, to remain in possession of, retain exclusive control over, operate and collect and invest and dispose of certain income from the collateral that secures the FY2024 Credit Facility and the Senior Secured 2029 Notes. If the Company sells assets, including collateral in which the lenders under the FY2024 Credit Facility or the holders of the Senior Secured 2029 Notes have a first-priority lien, the Company may replace such collateral with other as sets that would not constitute c ollateral or use the net proceeds for such sale to repay certain indebtedness. In some cases, the Company may sell some or all of the c ollateral in which the lenders under the FY2024 Credit Facility and/or holders of the Senior Secured 2029 Notes have a first-priority lien and not be required to offer to repay the FY2024 Credit Facility or repurchase the Senior Secured 2029 Notes. For example, if the Company sells an operating business and subsequently acquires a different operating business, the lenders under the FY2024 Credit Facility and the holders of the Senior Secured 2029 Notes may lose some or all of the benefit of first-priority collateral if the acquired business has less c ollateral than the business that was sold. To the extent the proceeds from any sale of collateral do not constitute c ollateral under the security documents, the pool of assets securing the FY2024 Credit Facility and the Senior Secured 2029 Notes will be reduced, and the FY2024 Credit Facility and the Senior Secured 2029 Notes will not be secured by such proceeds. There are also certain categories of prope rty that are excluded from the c ollateral, including property subject to certain classes of permitted liens. The collateral securing the FY2024 Credit Facility and the Senior Secured 2029 Notes is subject to liens permitted under the terms of the FY2024 Credit Facility and the 2029 Notes Indenture, as applicable, whether arising on or after

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- 49 - the dates that the FY2024 Credit Facility and the Senior Secured 2029 Notes are issued, including, but not limited to, liens arising by operation of law or in the ordinary course of business. The beneficiaries of such liens will not be required in all circumstances to join the intercreditor agreement and therefore may take actions in respect of the collateral that adversely affect the interests of lenders under the FY2024 Credit Facility or holders of the Senior Secured 2029 Notes. The existence of any permitted liens could adversely affect the value of the collateral as well as the ability t o realize or foreclose on such collateral. The c ollateral may also secure future indebted ness and other obligations of the Company and any guarantors to the extent permitted by the FY2024 Credit Facility and/or the 2029 Notes Indenture and the security documents. Any future liens on the collateral may reduce the extent of the value of the collateral that would be available to pay obligations under the FY2024 Credit Facility and the Senior Secured 2029 Notes. In addition, the imposition of certain permitted liens may cause the relevant assets to become “excluded property,” which will not secure the FY2024 Credit Facility and the Senior Secured 2029 Notes . Assets subject to liens in favo ur of third parties to secure purchase money indebtedness and capital lease obligations may be automatically excluded from the collateral where the agreement governing such indebtedness or obligation prohibits the grant of a lien on such assets to the Senior Secured 2029 Notes collateral agent or the collateral agent under the FY2024 Credit Facility or requires the consent of any p erson other than the Company or any of its consolidated subsidiaries. Other categories of assets that are excluded from the collateral include, amongst other categories, certain fee interests in real property, leasehold real property, vehicles, certain equity interests and certain contracts and ot her assets. The rights of lenders under the FY2024 Credit Facility and holders of the Senior Secured 2029 Notes with respect to such excluded property will be equal to the rights of the Company’s and the guarantors’ general unsecured creditors (and effectively junior to the rights of the Company’s and the guarantors’ creditors whose obligations are secured by a lien on such excluded property) to the extent of the value of such excluded property. Certain laws and regulations may impose restrictions or limitations on foreclosure. The Company’s obligations under the FY2024 Credit Facility and the Senior Secured 2029 Notes and the guarantors’ obligations under any guar antees are secured only by certain collateral . The security interests in the collateral are subject to practical problems generally associated with the realization of security interests in collateral. The collateral agent under the FY2024 Credit Facility and the Senior Secured 2029 Notes collateral agent’s ability to foreclose on the collateral on behalf of the lenders under the FY2024 Credit Facility or the holders of the Senior Secured 2029 Notes, as applicable, may be subject to perfection, priority issues, provincial, federal and state law requirements, applicable bankruptcy , insolvency , winding -up, reorganization and other restructuring or similar corporate arrangement legislation and practical problems associated with the realization of the applicable collateral agent’s security interest in or lien on the collateral, including cure rights, foreclosing on the collateral within the time periods permitted by third parties or prescribed by laws, obtaining third -party consents, making additional filings, statutory rights of redemption and the effect of the order of foreclosure. The Company cannot assure lenders under the FY2024 Credit Facility or holders of the Senior Secured 2029 Notes that the consents of any third parties and approvals by governmental entities or courts of competent jurisdiction will be given when required to facilitate a foreclosu re on such assets. Therefore, the Company cannot assure lenders under the FY2024 Credit Facility or holders of the Senior Secured 2029 Notes that foreclosure on the c ollateral will be sufficient to make all payments on the FY2024 Credit Facility and the Senior Secured 2029 Notes. In addition, to the extent that other permi tted liens encumber any of the collateral, those parties may have or exercise rights an d remedies with respect to the c ollateral that could adv ersely affect the value of the collateral and the ability of the applicable collateral agent to realize or foreclose on the collateral. Liquidating the collateral may not result in proceeds in an amount sufficient to pay any amounts due under the Senior Secured 2029 Notes, the FY2024 Credit Facility and any other pari passu secured indebtedness after also satisfying the obligations to pay any creditors with prior liens. Enforcing rights against the Company or under the guarantees of the FY2024 Credit Facility and the Senior Secured 2029 Notes by certain of the Company’s foreign subsidiaries across multiple jurisdictions may be difficult. The Company is an Ontario corporation and certain of the subsidiaries that guarantee the FY2024 Credit Facility and the Senior Secured 2029 Notes and provide collateral are organized in Canada (and other provinces of Canada), Australia and England and Wales. In the event of a bankruptcy, insolvency or similar event, proceedings could be initiated in any of these jurisdictions, in the jurisdiction of organization of any future guarantor of the FY2024 Credit Facility or the Senior Secured 2029 Notes or any other jurisdiction where permitted by law, such as the United States.

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- 50 - Rights under the FY2024 Credit Facility and the Senior Secured 2029 Notes and the guarantees and collateral documents may thus be subject to the laws of several jurisdictions, and lenders under the FY2024 Credit Facility and the holders of the Senior Secured 2029 Notes may not be able to effectively enforce their rights in multiple bankruptcy, insolvency and other similar proceedings. Moreover, such multi-jurisdictional proceedings are typically complex and costly for creditors and often result in substantial uncertainty and delay in the enforcement of creditors’ rights. Rights under the FY2024 Credit Facility, Senior Secured 2029 Notes, the guarantees and the collateral will be subject to the bankruptcy, insolvency and similar laws of several jurisdictions and there can be no assurance that lenders under the FY2024 Credit Facility and holders of Senior Secured 2029 Notes will be able to effectively enforce their rights in such complex, multiple bankruptcy, insolvency or similar proceedings. Also, the bankruptcy, insolvency and similar laws of such other jurisdictions may not be as favourable to a lender’s or holder’s interests as creditors as the laws of any other jurisdictions with which such lender or holder may be more familiar. In addition, while the Company and the guarantors agreed, in accordance with the terms of the FY2024 Credit Facility and the 2029 Notes Indenture, to accept service of process in any suit, action or proceeding brought in any federal or state court located in New York City by an agent designated for such purpose, and to submit to the jurisdiction of such courts in connection with such suits, actions or proceedings, it may be difficult for lenders under the FY2024 Credit Facility and holders of the Senior Secured 2029 Notes to effect service within the U.S. upon directors, officers and experts who are not residents of the U.S. in order to institute actions in U.S. courts predicated solely upon civil liability under U.S. federal or state securities laws or other laws of the U.S. Moreover, in certain jurisdictions it is unclear whether all security interests in the collateral give the trustee or lenders, as applicable, a right to prevent other creditors from foreclosing on a nd realizing the c ollateral or whether certain security interests only give the trustee, lenders under the FY2024 Credit Facility and the holders of the Senior Secured 2029 Notes priority (according to their rank) in the distribution of any proceeds of such realization. Accordingly, the trustee, the lenders under the FY2024 Credit Facility and the holders of the Senior Secured 2029 Notes may not be able to avoid foreclosure by other creditors (including unsecure d creditors) on the c ollateral. The laws of certain of the jurisdictions in which the guarantors are organized limit the ability of these subsidiaries to guarantee debt of, or provide security for, other companies. In certain jurisdictions, liens securing the FY2024 Credit Facility, the Senior Secured 2029 Notes and guarantees may not hav e the priority previously described, and may rank junior to other secured indebtedness, and lenders under the FY2024 Credit Facility and/or holders of Senior Secured 2029 Notes must rely on the intercreditor agreement to ensure that enforcement proceeds of the collateral are allocated in the priority previously described. In certain jurisdictions, the security interests securing the FY2024 Credit Facility and the Senior Secured 2029 Notes and the guarantees may be subject to legal doctrines that effectively rank them behind the security interests in favour of other obligations. Therefore, the allocation of enforcement proceeds of the collateral depends on the enforceability of the intercreditor agreement. As a result, if the intercreditor agreement is found unenforceable or invalid for any reason, or if any administrator, liquidator or similar officer appointed under the laws of any relevant jurisdiction refuses to give effect to it, the FY2024 Credit Facility and the Senior Secured 2029 Notes may rank junior to other outstanding secured indebtedness. In addition, certain jurisdictions may provide certain creditors with priorities of payment in the event of a guarantor’s bankruptcy. Any creditors with prior ranking liens will have prior access to proceeds of certain collateral and the rights of lenders under the FY2024 Credit Facility and holders of Senior Secured 2029 Notes to enforce their security over the collateral are limited. To the extent that holders of other secured debt or third parties enjoy liens (including statutory liens) or other prior ranking security interests, whether or not permitted by the 2029 Notes I ndenture or FY2024 Credit Facility , such holders or third parties may have rights and re medies with respect to certain c ollateral securing the Senior Secured 2029 Notes and the FY2024 Credit Facility that, if exercised, could reduce the proceeds available to satisfy the obligations under the Senior Secured 2029 Notes and the FY2024 Credit Facility. In jurisdictions where new liens are created, the ranking of new liens relative to the existing liens will, as a matter of general law, depend on a number of factors, such as the nature of the liens, the order of creation of the liens, compliance with the jurisdiction’s perfection requirements with respect to the liens and the order of giving notices with respect to

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- 51 - the liens, and accordingly, without the intercreditor agreement, the new liens would be likely to rank after the existing liens. Therefore, lenders under the FY2024 Credit Facility and holders of Senior Secured 2029 Notes may not be able to recover on such security interests because the beneficiaries of the senior ranking security interests will have a prior claim to all proceeds from the enforcement of the same, although the intercreditor agreement provides for certain pari passu rules of allocation agreed as between the parties to it. The collateral is subject to casualty risks. The Company currently maintains and intends to maintain insurance or otherwise insure against hazards in a manner appropriate and customary for its business. There are, however, certain losses that may be either uninsurable or not economically insurable, in whole or in part. Insurance proceeds may not compensate the Company fully for its losses. If there is a complete or part ial loss of any of the pledged c ollateral, the insurance proceeds may not be sufficient to satisfy all of the secured obligations, including the FY2024 Credit Facility and the Senior Secured 2029 Notes. Security interests over certain of the c ollateral may not have been in place or perfected by the time the Senior Secured 2029 Notes were issued or the FY2024 Credit Facility came into effect. Any issues that the Company was not able to resolve in connection with the granting of such security interests may impact the value of the collateral. Creation or perfection of such security interests after the issuance of the Senior Secured 2029 Notes and/or the date of the FY2024 Credit Facility increases the risk that the liens granted by those security interests could be avoided in bankruptcy. Certain security interests in favo ur of the collateral agent under the FY2024 Credit Facility and the Senior Secured 2029 Notes collateral agent may not have been in place by the time the FY2024 Credit Facility was entered into or the Senior Secured 2029 Notes were issued. To the extent a security interest in certain of the collateral is perfected following the date of the FY2024 Credit Facility and/or the issuance of the Senior Secured 2029 Notes , any such security interest that is perfected within a certain timeframe before or after a bankruptcy filing is initiated would be at risk of being avoided or voided as a preferential transfer by the pledgor, as debtor in possession, by its trustee in bankruptcy or potentially by the Company’s other creditors, which could impact the value of the collateral, even after the security interests perfected on the date of the FY2024 Credit Facility and/or the issuance date of the Senior Secured 2029 Notes were no longer subject to such risk. Rights of lenders under the FY2024 Credit Facility and the holders of the Senior Secured 2029 Notes in the collateral may be adversely affected by the failure to perfect security interests in certain c ollateral, whether now owned or acquired in the future. The security interest in the collateral securing the FY2024 Credit Facility and the Senior Secured 2029 Notes includes certain assets, both tangible and intangible, whether now owned or acquired or arising in the future. A security interest in certain property and rights acquired after the grant of the security interest can only be perfected at the time such property and rights are acqui red and identified. The administrative agent, the trustee, the collateral agent under the FY2024 Credit Facility, and the Senior Secured 2029 Notes collateral agent are not obligated to, and will not, monitor, and the Company may not inform the trustee or the applicable collateral agent of, the future acquisition of property and rights that constitute collateral, so the necessary action may not be taken to properly perfect the security interest in such after-acquired collateral. Similarly, the necessary perfection steps may not be taken in respect of security over collateral currently owned for various reasons. The Company will have limited obligations to perfect the security interest of the lenders under the FY2024 Credit Facility or the holders of the Senior Secured 2029 Notes in specified collateral. For example, the Company will not be required to provide cont rol agreements in respect of its deposit accounts or securities accounts, and the Company will only be required to make filings in the Canadian Intellectual Property Office, the United States Copyright Office or the United States Patent and Trademark Office with respect to intellectual property. Such failure may result in the loss of the security interest therein or the priority of the security interest in favour of the FY2024 Credit Facility and/or the Senior Secured 2029 Notes against third parties. In addition, even if the liens on collateral acquired in the future are properly perfected, such liens may potentially be avoidable as a preference or otherwise in any bankruptcy or similar case under certain circumstances. Neither the administrative agent, the trustee nor the applicable collateral agent have any duty to take any steps to perfect or protec t the security

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- 52 - interest of the collateral, or to otherwise monitor the compliance by Company of its obligations under the 2029 Notes Indenture, the FY2024 Credit Facility and the security documents. Under the terms of the 2029 Notes Indenture and the FY2024 Credit Facility, the Company will be permitted in the future to incur additional indebtedness and other obligations that may share in the liens on the collateral securing the Senior Secured 2029 Notes and the FY2024 Credit Facility, and the liens on the collateral securing the Company’s other secured debt. The granting of new security interests may require the releasing and retaking of security or otherwise create new hardening periods in certain jurisdictions. The applicable hardening period for these new security interests will run from the moment each new security interest has been granted or perfected. At each time, if the security interest granted or recreated were to be enforced before the end of the respective hardening period applicable in such jurisdiction, it may be declared void or ineffective or it may not be possible to enforce it. Further, certain security documents governing the security interests granted by the guarantors provide that the amounts guaranteed by such security interests will be limited to the extent of the amount guaranteed by such guarantor. Therefore, limitations in the guarantees will also serve to limit the amounts guaranteed by the pledges of collateral. In the event of a bankruptcy of the Company or any of the guarantors, lenders under the FY2024 Credit Facility and holders of the Senior Secured 2029 Notes may be deemed to have an unsecur ed claim to the extent that the Company’s obligations in respect of the FY2024 Credit Facility and the Senior Secured 2029 Notes and all of its other obligations secured by the collateral exceed the value of the collateral available to secure the FY2024 Credit Facility and the Senior Secured 2029 Notes and such other obligations. No appraisal o f the fair market value of the c ollateral securing the FY2024 Credit Facility and the Senior Secured 2029 Notes has been made in connection therewith and the value of the collateral will depend on market and economic conditions, the availability of buyers and other factors. The book value of the c ollateral should not be relied on as a measure of realizable value for such assets. The Company cannot assure lenders under the FY2024 Credit Facility or holders of Senior Secured 2029 Notes of the value of the collateral or that the net proceeds received upon a sale of the collateral would be sufficient to repay all, or would not be substantially less than, amounts due under the FY2024 Credit Facility or the Senior Secured 2029 Notes following a forecl osure upon the c ollateral (and any payments in respect of prior liens) or a liquidation of the Company’s assets or the assets of the guarantors that may grant these security interests (after taking into account all of the Company’s other obligations that are also secured by the collateral on a first-priority basis). In any ba nkruptcy or similar case with respect to the Company or any of the guarantors, it is possible that the bankruptcy trustee, the debtor -in-possession, any official committee of unsecured creditors appointed in such bankruptcy case or any unsecured creditors wil l assert that the value of the c ollateral securing the FY2024 Credit Facility and the Senior Secured 2029 Notes and all of the Company’s other obligations secured by the c ollateral is less than the aggregate amount of the principal and other amounts outstanding under the FY2024 Credit Facility and the Senior Secured 2029 Notes and such other obligations. Upon a finding by a court that the FY2024 Credit Facility and/or the Senior Secured 2029 Notes are under-collateralized, the claims in the bankruptcy or similar case with respect to the FY2024 Credit Facility and the Senior Secured 2029 Notes would be bifurcated between secured claims up to the value of the collateral securing the FY2024 Credit Facility and the Senior Secured 2029 Notes, as applicable, and an unsecured claim for any deficiency. In the event of a liquidation, foreclosure or similar proceeding, the value of the collateral securing the FY2024 Credit Facility and the Senior Secured 2029 Notes is subject to fluctuations based on factors that include general economic conditions, the actual fair market value of the c ollateral at such time, the timing and the manner of the sale and the availability of buyers and similar factors. The value of the assets pledged as collateral for the FY2024 Credit Facility and the Senior Secured 2029 Notes also could be impaired in the future as a result of the Company’s failure to implement its business strategy, competition or other future trends. In addition, courts could limit recoverability with respect to the collateral if they apply certain laws to a proceeding and deem a portion of the interest claim usurious or in violation of applicable public policy. By its nature, some or all of the c ollateral may be illiquid and may have no readily ascertainable market value. Likewise, the Company cannot assure lenders under the FY2024 Credit Facility or holders of Senior Secured 2029 Notes that the c ollateral will be saleable or, if saleable, that there will not be substantial delays. A portion of the collateral may include assets that may only be usable, and thus retain value, as part of the Company’s existing operating business. Accordingly, any such sale of the c ollateral separate from the sale of certain of the Company’s operating businesses may not be feasible or of significant value. To the extent that liens,

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- 53 - rights and easements granted to third parties encumber assets located on property owned by the Company or the guarantors or constitute senior, pari passu or subordinate liens on the collateral, those third parties have or may exercise rights and remedies with respect to the property subject to such encumbrances (including rights to require marshalling of assets) that could adversely affect the value of the collateral located at a particular site and the ability of the trustee to realize or foreclose on the c ollateral at that site. Other consequences of a finding of under -collateralization would include, among other things, a lack of entitlement on the part of the lenders under the FY2024 Credit Facility and holders of the Senior Secured 2029 Notes to receive post-petition interest, fees, costs and expenses otherwise payable under the FY2024 Credit Facility and the Senior Secured 2029 Notes . In addition, if any payments of post -petition interest, fees, costs and expenses had been made on account of the FY2024 Credit Facility and/or the Senior Secured 2029 Notes at or before the time of such a finding of under-collateralization, those payments could be recharacterized as a reduction of the principal amount of the FY2024 Credit Facility and/or the Senior Secured 2029 Notes. For these purposes, the value of any collateral that the collateral trustee does not have a perfected security interest in will be zero. Lien searches may not reveal all liens on the collateral. The Company cannot guarantee that the lien searches on the collateral that secures the FY2024 Credit Facility and the Senior Secured 2029 Notes and any guarantees revealed any or all existing liens on such collateral. Any such existing lien, including undiscovered liens, could be significant, could be prior in ranking to the liens securing the FY2024 Credit Facility and the Senior Secured 2029 Notes and guarantees thereof and could have an adverse effect on the ability of the collateral agent under the FY2024 Credit Facility and the Senior Secured 2029 Notes collateral agent to realize or foreclose upon the collateral securing the FY2024 Credit Facility and the Senior Secured 2029 Notes. Any future pledge of collateral or guarantee might be avoidable in bankruptcy. Any security interests or guarantees issued after the issue date of the Senior Secured 2029 Notes and the date of the FY2024 Credit Facility may be treated under applicable bankruptcy, insolvency or similar laws as if they were delivered to secure or guarantee previously existing indebtedness. Accordingly, any future pledge of collateral or future issuance of a guarantee in favo ur of the Senior Secured 2029 Notes collateral agent, the holders of the Senior Secured 2029 Notes or the collateral agent under the FY2024 Credit Facility, including pursuant to security documents or guarantees delivered in connection therewith after the applicable date, might be avoidable by the pledgor or guarantor (as debtor-in-possession) or by its trustee in bankruptcy ( or potentially by certain of the Company’s other creditors) as a preference or otherwise if certain events or circumstances exist or occur, including, among others, if (i) the pledgor or guarantor is insolvent at the time of the pledge or the issuance of the guarantee, (ii) the pledge or the issuance of the guarantee permits the holders of the Senior Secured 2029 Notes or lenders under the FY2024 Credit Facility to receive a greater recovery than they would receive if the pledge or guarantee had not been given and the pledgor or guarantor were liquidated and (iii) a bankruptcy proceeding in respect of the pledgor or guarantor is commenced following the pledge or the perfection thereof or the issuance of the guarantee (as applic able). Accordingly, if the Company or any guarantor were to file for bankruptcy protection after the issue date of the Senior Secured 2029 Notes or the date of the FY2024 Credit Facility and (1) any liens not granted on the issue date of the Senior Secured 2029 Notes or date of the FY2024 Credit Facility were perfected, or (2) any guarantees not issued on the issue date of the Senior Secured 2029 Notes or the date of the FY2024 Credit Facility (as applicable) were issued, in such case before the commencement of such bankruptcy case, such liens or guarantees would be more likely to be avoided as a preference than if delivered and promptly recorded on the issue date of the Senior Secured 2029 Notes or the date of the FY2024 Credit Facility (even if the liens perfected or other guarantees issued on the issue date of the Senior Secured 2029 Notes or the date of the FY2024 Credit Facility would no longer be subject to such risk). To the extent that the grant of any such lien and/or guarantee is avoided as a preference or otherwise, holders of the Senior Secured 2029 Notes and lenders under the FY2024 Credit Facility would lose the benefit of the lien and/or guarantee (as applicable). Applicable fraudulent transfer laws may permit a court to void the Senior Secured 2029 Notes, the FY2024 Credit Facility or the guarantees and any related s ecurity, and if that occurs, holders of Senior Secured 2029 Notes and lenders under the FY2024 Credit Facility may not receive any payments thereunder. In Canada, where a debtor deals with its property in a manner that is prejudicial to certain of its creditors (particularly where such debtor is or becomes thereafter insolvent), such transactions by the debtor may be subject to challenge by

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- 54 - creditors and the scrutiny of the Canadian court or officers of the Canadian court, such as a trustee in bankruptcy or monitor. Under most provincial and territorial preference and fraudulent conveyance statutes, the conveyance of property by a person will be subject to avoidance under certain circumstances if the conveyance is made with the intent to defeat, hinder, delay or defraud creditors or others of their just and lawful actions, suits, debts, accounts, damages, penalties or forfeitures. Under federa l insolvency legislation, a Canadian court may review asset transfers and transactions undertaken by a debtor within specified time periods prior to the initiation of bankruptcy or insolvency proceedings and void (or not set up against the trustee in bankr uptcy or monitor) such transfers and transactions if they are transfers at undervalue or prefer ences and meet certain criteria. If the Canadian court considers whether the debtor was insolvent at the time of the conveyance or transfer or was rendered insolvent by the conveyance or transfer, as it may do depending on the circumstances and the applicable governing law, the Canadian court will generally consider an entity insolvent if: • the sum of its debts, including contingent liabilities, is greater than the fair value of all its assets; • the present fair saleable value of its assets is less than the amount required to pay the probable liability on its existing debts and liabilities, including contingent liabilities, as they become due; or • it cannot pay its debts as they become due. If a Canadian court were to find that the issuance of the Senior Secured 2029 Notes, the entering into of the FY2024 Credit Facility, the incurrence of a guarantee or the grant of security was a preference, fraudulent conveyance, transfer at undervalue or otherwise void or unenforceable under provincial, territorial or federal law, the Canadian court could, among other things, void, set aside, subordinate or find ineffective the Senior Secured 2029 Notes, the FY2024 Credit Facility, the guarantees and/or grant of c ollateral, as applicable. In such circumstances, holders of Senior Secured 2029 Notes and/or lenders under the FY2024 Credit Facility may not receive any repayment on the Senior Secured 2029 Notes or the FY2024 Credit Facility, as applicable, and if a payment has been made under the Senior Secured 2029 Notes, the FY2024 Credit Facility or a guarantee, as applicable, the recipient may be required to return such payment. Holders of Senior Secured 2029 Notes and lenders under the FY2024 Credit Facility may cease to have a claim in respect of the Senior Secured 2029 Notes, the FY2024 Credit Facility and/or the relevant guarantor. Additionally, any future pledge of c ollateral in favo ur of the Senior Secured 2029 Notes collateral agent or the collateral agent under the FY2024 Credit Facility , including pursuant to security documents delivered after the date of the 2029 Notes Indenture or the date of the FY2024 Credit Facility , might be avoidable by the pledgor (as debtor in possession) or by its trustee in bankruptcy or similar official if certain events or circumstances exist or occur, including, among others, if the pledgor is insolvent at the time of the pledge, the pledge permits the holders of the Senior Secured 2029 Notes or lenders under the FY2024 Credit Facility to receive a greater recovery than if the pledge had not been given and a bankruptcy proceeding in respect of the pledgor is commenced following the pledge and within the period of time during which pledges are reviewable. Further, Canadian corporate legislation in many jurisdictions, including the Province of Ontario, provides the relevant court with broad powers to make any interim or final order to rectify the matters complained of where it is satisfied that in respect of a corporation or any of its affiliates: • any act or omission of the corporation or any of its affiliates effects a result, • the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted in a manner, or • the powers of the directors of the corporation or any of its affiliates are, or have been, exercised in a manner, that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of any security holder, creditor, director or officer of the corporation. This is a flexible remedy that gives the court broad powers to apply in respect of any conduct that the court, in its discretion, determines to be oppressive. Generally, the relevant cases in Canada have held that a creditor may be entitled to an oppression remedy when the corporation has been used as a vehicle for committing fraud on the creditor, or when the conduct complained of breached the creditor’s reasonable expectations arising from the circumstances of the creditor’s relationship with the corporation. Each case will depend on its facts and whether an oppression remedy is granted will ultim ately depend on whatever outcome seems fair, just and reasonable to the presiding judge based on the unique facts of the case at hand.

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- 55 - There are circumstances under English insolvency law in which the granting by an English company of security and guarantees can be challenged. In most cases, this will only arise if the English company is placed into administration or liquidation within a specified period of the granting of the guarantee or security. Therefore, if during the specified period an administrator or liquidator is appointed to an English company, the administrator or liquidator may challenge the validity of the security or guarantee given by such company or may elect to assign such a right of action (including their proceeds) to another party who would be entitled to pursue it. The holders of the Senior Secured 2029 Notes and the lenders under the FY2024 Credit Facility cannot be certain that, in the event that the onset of an English company’s insolvency is within any of the requisite time periods specified under English insolvency law, the grant of a security interest or guarantee in respect of the Senior Secured 2029 Notes or the FY2024 Credit Facility would not be challenged or that a court would uphold the transaction as valid. Upon a change of control of the Company, it may not have the funds necessary to finance the change of control offer required by the 2029 Notes Indenture, which would violate the terms of the Senior Secured 2029 Notes. Upon the occurrence of a Change of Control, an event of default will exist under the FY2024 Credit Facility. This would allow the lenders under the FY2024 Credit Facility to require repayment in full of the FY2024 Credit Facility, plus accrued and unpaid i nterest. Upon the occurrence of a Change of Control, holders of the Senior Secured 2029 Notes will have the right to require the Company to purchase all or any part of the Senior Secured 2029 Notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest, if a ny, to the date of purchase. The Company may not have sufficient financial resources available to satisfy all of its obligations under the FY2024 Credit Facility and/or the Senior Secured 2029 Notes in the event of a Change of Control. Further, the Company will be contractually restricted under the terms of the FY2024 Credit Facility from repurchasing all of the Senior Secured 2029 Notes tendered upon a Change of Control. Accordingly, the Company may be unable to sati sfy its obligations to repay the FY2024 Credit Facility (and accrued and unpaid interest) and/or purchase the Senior Secured 2029 Notes (and pay accrued and unpaid interest) unless it is able to refinance or obtain waivers under the FY2024 Credit Facility and/or the 2029 Notes Indenture . Such failure would result in a n event of default under the FY2024 Credit Facility and/or under the 2029 Notes I ndenture (and cross -default under the FY2024 Credit Facility and the 2029 Notes Indenture), each of which could have material adverse consequences for the Company, the lenders under the FY2024 Credit Facility and the holders of the Senior Secured 2029 Notes. Lenders under the FY2024 Credit Facility and/or h olders of the Senior Secured 2029 Notes may not be able to determine when or whether a Change of Control has occurred following a sa le of “substantially all” of the Company’s assets. The definition of Change of Control in the 2029 Notes Indenture and in the FY2024 Credit Facility includes a phrase relating to the sale of “ all or substantially all” of the Company’s assets. There is no precise established definition of the phrase “substantially all” under applicable law. Accordingly, the ability of a holder of Senior Secured 2029 Notes to require the Company to repurchase its Senior Secured 2029 Notes as a result of a sale of less than all its assets to another person may be uncertain. Similarly, the ability of the lenders under the FY2024 Credit Facility to characterize the sale of less than all of the Company’s assets to another person as a Change of Control, which triggers an event of default under the FY2024 Credit Facility, may be uncertain. Risks Related to the Debentures The risks outlined below apply to the 2028 Debentures (which are also referred to in this section as the “Debentures”). The following summary of “risk factors” for the Debentures does not purport to be exhaustive or to summarize all the risks that may be associated with the Debentures. Additional risks and uncertainties not presently known to Dye & Durham, or that it believes to be immaterial, may impact holders of Debentures . Each potential investor is advised and expected to conduct its own investigation into the Company and to arrive at an independe nt evaluation of the investment. No Public Market for the Debentures. The Debentures are not and will not be listed on a securities exchange or quotation system, and consequently there is no market through which the Debentures may be sold and purchasers may not be able to resell the Debentures. Future trading prices of the Debentures will depend on many factors, including but not limited to prevailing interest rates, the

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- 56 - Company’s financial condition and results of operations and the market for similar securities. Any trading market that develops would be affected by many factors independent of and in addition to the foregoing. There can be no assurance that an active trading market will develop for the Debentures or, if developed, that such market will be sustained. This may affect the pricing of the Debentures in the secondary market, the transparency and availability of trading prices, the liquidity of the notes and the extent of issuer regulation. Ability to Satisfy Payments of Interest and Principal on the Debentures. There is no guarantee that the Company will have sufficient cash available to make interest and principal payments on the Debentures on a timely basis or at all. The likelihood that purchasers will receive the payments owing to them in connection with the Debentures will be dependent upon the financial health and creditworthiness of the Company and the ability of the Company to earn revenues. The Debentures are subordinated to the Company’s senior indebtedness. This subordination may significantly reduce the possibilities for purchasers of obtaining payment of the amounts owed under the Debentures. Credit Risk and Prior Ranking Indebtedness; Absence of Covenant Protection. The Debentures are unsecured obligations of the Company and are subordinate in right of payment to all the Company’s current and future senior indebtedness and will rank equally with one another and all other current and future unsecured liabilities of the Company. Therefore, if the Company becomes bankrupt, liquidates its assets, reorganizes or enters into certain other transactions, the Company’s assets will be available to pay its obligations with respect to the Debentures only after it has paid all of its senior indebtedness in full. There may be insufficient assets remaining following such payments to pay amounts due on any or all of the Debentures then outstanding. In addition, in the event of a default under the Company’s senior indebtedness, the Company will be restricted from paying interest and principal on the Debentures until such default is cured or waived or has ceased to exist in accordance with the provisions of the senior indebtedness. The Debentures are also effectively and structurally subordinate to claims of creditors (including trade creditors) of the Company’s subsidiaries. The Debenture Indenture does not prohibit or limit the ability of the Company or its subsidiaries to incur additional debt or liabilities (including senior indebtedness) or to make distributions on the Common Shares. The Debenture Indenture does not contain any provision specifically intended to protect holders of Debentures in the event of a future leveraged transaction involving the Company. Change of Control. The Company is required to offer to purchase all outstanding Debentures within 30 days following the occurrence of a Change of Control (as defined in the Debenture Indenture). However, it is possible that following a Change of Control (as defined in the Debenture Indenture), the Company will not have sufficient funds at that time to make the required purchase of outstanding Debentures or that restrictions contained in other indebtedness will restrict those purchases. The Company’s failure to purchase the Debentures would con stitute an event of default under the Debenture Indenture, which might constitute a default under the terms of the Company’s other indebtedness (if any) at that time. If a holder of Debentures converts its Debentures in connection with a Cash Conversion Option, the Company may, in certain circumstances, be required to increase the conversion rate of the Debentures. While the increased conversion rate is designed to compensate a holder of Debentures for the lost option time value of its Debentures as a result of a Cash Conversion Option in certain circumstances, the increased conversion rate amount is only an approximation of such lost value and may not adequately compensate the holder for such loss. Redemption Prior to Maturity Date. The Debentures will be redeemable, at the option of the Company, on and after the Debenture Redemption Date and prior to the Debenture Maturity Date, in whole or in part, from time to time, at a price equal to the principal amount thereof plus accrued and unpaid interest to, but excluding, the date of redemption, provided that the Current Market Price (as defined in the Debenture Indenture) on the date on which notice of redemption is given is not less than 130% of the conversion price. Holders of Debentures should assume that this redemption option will be exercised if the

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- 57 - Company is able to refinance at a lower interest rate or it is otherwise in the interest of the Company to redeem the Debentures. Conversion Following Certain Transactions. In the case of certain transactions, each Debenture may (i) become convertible into the securities, cash or property receivable by a holder of Common Shares based on the number of Common Shares into which the Debenture was convertible immediately prior to the transaction, or (ii) become convertible into certain prescribed securities with limited liquidity. These changes could substantially reduce or eliminate the value of the conversion privilege associated with the Debentures in the future and result in the receipt of illiquid securities and thereby have a material adverse effect on the value of the Debentures. Cash Conversion Option. The Debentures, although generally convertible into Common Shares, permit the Company to elect to satisfy its obligation under the conversion right of investors by paying cash. Investors should be aware that the value paid pursuant to the Cash Conversion Option could be less than the principal amount of the Debentures, as the calculation is based on the trading prices of the Common Shares during the related Observation Period (as defined in the Debenture Indenture) and the number of Common Shares used to determine the cash value is based on the Conversion Price (as defined in the Debenture Indenture). Holders should also be aware that the tax consequences of receiving cash pursuant to the Cash Conversion Option differ from the tax consequences of receiving Common Shares pursuant to the conversion feature. The Company’s election to deliver cash in respect of the Cash Conversion Option may: (i) result in holders receiving no Common Shares upon conversion; (ii) result in a tax liability that otherwise would have been deferred upon a conversion of the Debentures for Common Shares until the Common Shares received on conversion were sold; and (iii) delay holders’ receipt of the consideration due upon conversion. Pursuant to the Cash Conversion Option, the Company will pay the cash consideration due no later than t he third business day after the last day of the related Observation Period (as defined in the Debenture Indenture), which will generally be 15 trading days after the holders surrender their Debentures for conversion. If the Company has elected to deliver cash in respect of the conversion obligation, because the consideration due upon conversion is based on the trading prices of the Common Shares during the Observation Period (as defined in the Debenture Indenture), any decrease in the price of the Common Shares after a holder surrenders the Debentures for conversion may significantly decrease the value of the consideration a holder receives upon conversion. Prevailing Yields on Similar Securities. Prevailing yields on similar securities will affect the market value of the Debentures. Assuming all other factors remain unchanged, the market value of the Debentures will decline as prevailing yields for similar securities rise and will likely increase as prevailing yields for similar securities decline. Possible Dilutive Effects on Holders of Common Shares. The Company may determine to redeem outstanding Debentures for Common Shares or to repay outstanding principal amounts and interest owing thereunder at the Debenture Maturity Date of the Debentures by issuing additional Common Shares. Accordingly, holders of Common Shares may suffer dilution. Shareholder Rights. Holders of Debentures will not be entitled to any rights with respect to the Common Shares (including, without limitation, voting rights and rights to receive any dividends or other distributions on the Common Shares, other than extraordinary dividends that the Board of Directors designates as payable to the holders of the Debentures), but if a holder of Debentures subsequently converts its Debentures into Common Shares, such holder will be subject to all changes affecting the Common Shares. Rights with res pect to the Common Shares will arise only if and when the

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- 58 - Company delivers Common Shares upon conversion of a Debenture and, to a limited extent, under the conversion rate adjustments applicable to the Debentures. For example, in the event that an amendment is proposed to the Company’s constating documents requiring shareholder approval and the record date for determining the shareholders of record entitled to vote on the amendment occurs prior to delivery of Common Shares to a holder, such holder will not be entitled to vote on the amendment, although such holder will nevertheless be subject to any changes in the powers or rights of Common Shares that result from such amendment. Book-Entry System. Unless and until certificated Debentures are issued in exchange for book-entry interests in the Debentures, owners of the book-entry interests will not be considered owners or holders of Debentures. Instead, the depository or its nominee will be the sole holder of the Debentures. Payments of principal, interest and other amounts owing on or in respect of the Debentures in global form will be made to the paying agent, which will make payments to CDS. Thereafter, such payments will be credited to CDS participants’ accounts that hold book-entry interests in the notes in global form and credited by such participants to indirect participants. Unlike holders of the Debentures themselves, owners of book - entry interests will not have the direct right to act upon the Company’s solicitations for consents or requests for waivers or other actions from holders of the Debentures. Instead, holders of beneficial interests in the Debentures will be permitted to act only to the extent such holders have received appropriate proxies to do so from CDS or, if applicable, a participant. There is no assurance that procedures implemented for the granting of such proxies will be sufficient to enable holders of beneficial interests in the Debentures to vote on any requested actions on a timely basis. Withholding and Change in Tax Laws. The Debenture Indenture does not contain a requirement that the Company increase the amount of interest or other payments to holders of Debentures in the event that the Company is required to withhold amounts in respect of income or similar taxes on payments of interest or other amounts on the Debentures. At present, the Company does not intend to withhold amounts from such payments to holders of Debentures that, for purposes of the Tax Act, are at the time of payment either (i) resident in Canada, or (ii) not resident in Canada and (A) deal at arm’s length with the Company, and (B) are not deemed to receive such payments as dividends. However, no assurance can be given that the Tax Act and other applicable income tax laws will not be changed in a manner that may require the Company to withhold amounts in respect of tax payable on such amounts. Withholding and Participating Debt Interest. The Tax Act does not generally impose withholding tax on interest paid or credited to non -residents of Canada with whom the payor deals at arm’s length. However, Canadian withholding tax does apply to payments of “participating debt interest”, which is defined in the Tax Act as interest that is paid on an obligation where all or any portion of such interest is contingent or dependent on the use of or production from property in Canada or is computed by reference to revenue, profit, cash flow, commodity price or any similar criterion. Under the Tax Act, when a debenture or other debt obligation issued by a person resident in Canada is assigned or otherwise transferred by a non-resident person to a person resident in Canada (which would include a conversion or exchange of the obligation, and a redemption or payment on maturity), the amount (if any) by which the price for which the obligation was assigned or transferred exceeds the price for which the obligation was issued is deemed to be a payment of interest on that obligation made by the person resident in Canada to the non-resident (an “Excess”). The deeming rule does not apply in respect of certain “excluded obligations” (as defined in the Tax Act), although it is not clear whether a particular Debenture would qualify as an excluded obligation. If a Debenture is not an excluded obligation, the issues that arise are whether any such Excess is treated as participating debt interest, and if so, whether that results in all interest on the obligation being considered to be participating debt interest. The CRA has stated that it would not consider the Excess to be participating debt interest, provided that the convertible debenture in question satisfied the requirements of a “standard convertible debenture” (as that term was defined in a letter from the Joint Committee on Taxation of the Canadian Bar Association and the Canadian Institute of Chartered Accountants dated May 10, 2010), and therefore there would be no withholding tax in such circumstances (provided

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- 59 - generally that the payor and payee deal at arm’s length for purposes of the Tax Act). The Company believes that the Debentures should generally meet the criteria set forth in the CRA’s statement. However, the application of CRA’s published guidance to the Debentures is uncertain, and there is a risk that CRA could take the position that amounts paid or payable to a Non -Resident Holder of Debentures on account of interest or any Excess may be subject to Canadian withholding tax at a rate of 25% (subject to any reduction in accordan ce with any applicable income tax treaty). DIVIDENDS While the Company historically paid quarterly dividends, on May 19, 2026, the Company announced that the Board has elected to indefinitely suspend the declaration and payment of dividends (quarterly or otherwise) until further notice. The decision by the Board not to reinstate the declaration and payment of divid ends was based on the Company’s capital allocation priorities, specifically the Company’s focus on debt reduction and capital reinvestment. The declaration and payment of future dividends (if any) is at the discretion of the Board and is subject to a number of factors, including the Company’s financial performance, cash flow requirements, debt covenants and other considerations the Board deems relevant. There is no assurance that dividends will be declared or paid in any future period. During the past three financial years, the Company has declared the following dividends on the Common Shares: Record Date Payment Date Dividend September 20, 2023 September 27, 2023 $0.01875 November 8, 2023 November 15, 2023 $0.01875 February 21, 2024 February 28, 2024 $0.01875 May 21, 2024 May 28, 2024 $0.01875 September 12, 2024 September 19, 2024 $0.01875 November 14, 2024 November 21, 2024 $0.01875 February 20, 2025 February 27, 2025 $0.01875 May 21, 2025 May 27, 2025 $0.01875 DESCRIPTION OF CAPITAL STRUCTURE The following description of the Company’s share capital summarizes certain provisions contained in its articles and by-laws. These summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the Company’s articles and by-laws, which have been filed under the Company’s profile on SEDAR+ at www.sedarplus.ca. Share Capital Information of the Company The Company is authorized to issue an unlimited number of Common Shares. As of June 30 , 202 6, there were 67,182,359 Common Shares issued and outstanding. Common Shares The holders of the Common Shares are entitled to receive notice of and to attend any shareholders’ meetings and are entitled to one vote in respect of each Common Share held at such meetings. The holders of the Common Shares are entitled to participate equally in dividends (if any) declared in the Common Shares.

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- 60 - In the event of the liquidation, dissolution or wind-up of the Company or other distribution of assets of the Company among shareholders for the purpose of winding-up the Company’s affairs, the Common Shares shall rank equally as to priority of distribution. Such distribution shall be made in equal amount per Common Share on all the Common Shares outstanding without preference or distinction. Certain shareholders are entitled to certain pre-emptive rights to subscribe for additional Common Shares as set forth in the Investor Rights Agreement. See “Agreements with Shareholders – Investor Rights Agreement”. Ratings As of the date hereof, the Senior Secured 2029 Notes , the Term Loan B and Revolving Facility (collectively, the “Senior Secured Debt”) are rated by two rating agencies, Moody’s Investors Service Inc. (“Moody’s”) and S&P Global (“S&P” and, together with Moody’s, the “Rating Agencies”), who rated the Senior Secured Debt as detailed in the table below. As of June 30, 2026, the ratings of the Rating Agencies were as follows: Agency Rating Trend / Outlook Description Moody’s Caa1 Negative Seventh highest of nine categories in Moody’s rating system. S&P CCC+ Negative Seventh highest of ten categories in S&P’s rating system. Moody’s issuer and issue-level credit ratings are on a rating scale that ranges from Aaa (highest quality) to C (lowest quality). Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indi cates that the obligation ranks on the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category. According to Moody’s credit rating system, obligations rated ‘Caa1’ are judged to be speculative of poor standing and are subject to very high credit risk. A ‘Caa1’ rating is the seventh highest of nine categories in Moody’s rating system. Moody’s also uses “rating outlooks” to provide its opinion regarding the likely direction of a rating over the medium term. The assignment of, or a change in, an outlook is not a credit rating action if there is no change to the credit rating. Where assigned, rating outlooks fall into the following four categories: “Positive (POS)”, “Negative (NEG)”, “Stable (STA)” and “Developing (DEV - contingent upon an event)”. S&P’s issuer and issue-level credit ratings are on a rating scale that ranges from AAA (highest quality) to D (lowest quality). S&P’s appends symbolic modifiers of a plus (+) or minus ( -) sign to each generic rating classification from AA through CCC to sh ow relative standing within the major rating categories. According to S&P’s credit rating system, obligations rated ‘CCC+’ are considered currently vulnerable and dependent on favorable business, financial and economic conditions to meet financial commitments. A ‘CCC+’ rating is the seventh highest of ten categories in S&P’s rating system. S&P’s also uses “rating outlooks” to assess the likely direction of a rating over the intermediate term, which is generally up to one year for speculative grade. In determining a rating outlook, consideration is given to any changes in economic and/or fundamental business conditions. The assignment of, or a change in, an outlook is not a credit rating action if there is no change to the credit rating. Where assigned, rating outlooks fall into the following four categories: “Positive (POS)”, “Negative (NEG)”, “Stable (STA)” and “Developing (DEV - contingent upon an event)”. The credit rating s assigned by the Rating Agencies are not a recommendation to purchase, hold or sell the Senior Secured Debt and may be subject to revision or withdrawal at any time by the Rating Agencies. Such ratings do not comment as to market price or suitability for a particular investor. There is no assurance that these ratings will remain in effect for any given period of time or that the ratings will not be revised or withdrawn entirely in the future by the Rating Agencies if, in their judgment, the circumstances so warrant. The credit ratings assigned by the Rating Agencies may not reflect the potential impact of all risks related to structure and other factors of the Senior Secured Debt and

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- 61 - on the value of the Senior Secured Debt. In addition, real or anticipated changes in the credit rating s assigned to the Senior Secured Debt will generally affect the market value of the Senior Secured Debt. As is common practice, the Rating Agencies charged the Company for their rating services, which include annual monitoring fees for monitoring the Company and updating the rating, in addition to a one-time rating fee when the Senior Secured Debt was issued. The Company reasonably expects that such payments will continue to be made for rating services in the future. Other than payments relating to obtaining the credit ratings and annual surveillance fees as detailed herein, no other payments were made to the Rating Agencies in respect of any other service provided to the Company in the past two years. MARKET FOR SECURITIES Common Shares The Common Shares are listed and posted for trading on the TSX under the symbol “DND”. The following table shows the monthly range of high and low prices per Common Share and total monthly volumes traded on the TSX for the periods indicated: Month High (C$) Low (C$) Volume July 2025 12.13 8.74 5,346,770 August 2025 11.73 9.71 2,631,733 September 2025 11.57 7.20 6,581,632 October 2025 7.92 4.20 16,591,329 November 2025 5.50 2.69 12,384,259 December 2025 4.67 2.63 10,316,635 January 2026(1) -- -- -- February 2026 4.44 2.81 6,191,622 March 2026 5.40 3.82 3,924,731 April 2026 4.26 3.45 3,255,002 May 2026 3.50 2.61 3,985,210 June 2026 2.75 1.35 7,574,488 Notes: (1) The Common Shares did not trade on the TSX from December 15, 2025 until February 8, 2026 due to the imposition of the FFCTO and, as such, there was no trading data for the Common Shares in January 2026. The Common Shares resumed trading on the TSX on Februa ry 9, 2026 when the FFCTO was revoked. AGREEMENTS WITH SHAREHOLDERS OneMove Settlement Agreement The Company entered into the Settlement Agreement with OneMove and Tyler Proud on December 5, 2025. Pursuant to the Settlement Agreement, OneMove and Tyler Proud agreed to vote in favour of the Company’s full slate at the 2025 AGM. In connection with the S ettlement Agreement, OneMove and Mr. Proud agreed to customary standstill provisions, and the Company agreed to implement certain changes to the Board, which began to take effect on December 5, 2025, with the remaining changes expected to occur at the 2025 AGM. In connection with Tyler Proud’s

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- 62 - appointment to the Board, on May 24, 2026, the Company, Tyler Proud and OneMove entered into an amendment to the Settlement Agreement, wherein Mr. Proud and OneMove agreed to extend certain voting commitments and the standstill period under the Settlement Agreement. See “General Development of the Business”. The summary of the Settlement Agreement above is not intended to be complete. Reference should be made to the full text of the Settlement Agreement, including the amendment thereto, which is available under the C ompany’s profile on SEDAR+ at www.sedarplus.ca. Plantro Cooperation Agreement The Company entered into the Plantro Cooperation Agreement with Plantro on July 29, 2025. Pursuant to the Plantro Cooperation Agreement, Plantro agreed to withdraw the Plantro Special Meeting Requisition and David Danziger was appointed to the Board. In connection with the Plantro Cooperation Agreement, Plantro also agreed to customary standstill, voting support and other custom ary terms and conditions . The summary of the Plantro Cooperation Agreement above is not intended to be complete. Reference should be made to the full text of the Plantro Cooperation Agreement, which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca. Investor Rights Agreement The Company, Plantro and OneMove entered into the Investor Rights Agreement on July 17, 2020, to govern the rights of Plantro and OneMove as shareholders of the Company. The Investor Rights Agreement contains the following provisions, a summary of which is not intended to be complete. Composition of the Board The Investor Rights Agreement provides that the Board shall at all times consist of seven directors, and that the Company’s Chief Executive Officer shall be a nominee proposed for election to the Board. Nomination Rights The Investor Rights Agreement provides that each of Plantro and OneMove shall be entitled to nominate one director as long as it owns, controls or directs more than 5% of the issued and outstanding Common Shares on a non -diluted basis (the “ Nomination Rights”). OneMove’s current nominee to the Board is Tyler Proud, and Plantro’s current nominee to the Board is Norman Findlay. So long as Plantro and/or OneMove has the right to nominate one director to the Board, Plantro and/or OneMove, as applicable, shall be entitled to have their director nominee, upon election to the Board, serve on a standing committee of the Board, provided that their director nominee is not one of the Company’s officers and subject to applicable laws including laws related to independence . Additionally, as long as Plantro can nominate one director, Plantro shall be entitled to have their director nominee serve as Chair of the Board. Notwithstanding the foregoing, Plantro may not appoint Matthew Proud as Chair of the Board for so long as he is the Company’s Chief Executive Officer. Plantro and OneMove each currently own greater than 5% of the Company’s issued and outstanding Common Shares on a non - diluted basis. In addition, it is the Company’s position that the Investor Rights Agreement requires, among other things, that OneMove and Plantro act consistently with the terms of the Investor Rights Agreement and to ensure as best they each can that the terms of the Investor Rights Agreement are given full effect. Registration Rights Subject to the terms and conditions of the Investor Rights Agreement, Plantro and OneMove will each have the right so long as each holds at least 10% of the then -outstanding Common Shares (on a non -diluted basis) (the “ Demand Registration Rights ”) to require the Company to use reasonable commercial efforts to file , on one or more prospectuses with applicable Canadian securities regulatory authorities, all or a portion of the Common Shares held by Plantro or OneMove respectively, for distribution to the public (a “ Demand Distribution”), provided that the Company will not be obliged to effect (i) more than two Demand Distributions in any 12 -month period or (ii) any

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- 63 - Demand Distribution where the value of the Common Shares offered under such demand registration is less than $10 million. The Company may also distribute Common Shares in connection with a Demand Distribution provided that if the Demand Distribution involv es an underwriting and the lead underwriter determines that the total number of Common Shares to be included in such Demand Distribution should be limited for certain prescribed reasons, the Common Shares to be included in the Demand Distribution will first be allocated to Plantro and OneMove. Subject to the terms and conditions of the Investor Rights Agreement, Plantro and OneMove will each have the right so long as each holds at least 10% of the then-outstanding Common Shares (on a non-diluted basis) (the “Piggy-Back Registration Rights”) to require the Company to include its Common Shares in any future public offerings undertaken by the Company by way of prospectus that it may file with applicable Canadian securities regulatory authorities (a “Piggy-Back Distribution”). The Company will be required to use reasonable commercial efforts to cause to be included in the Piggy -Back Distribution all of the Common Shares that Plantro or OneMove requests to be sold, provided that if the Piggy -Back Distribution involves an underwriting and the lead underwriter determines that the total number of Common Shares to be included in such Piggy -Back Distribution should be limited for certain prescribed reasons, the Common Shares to be included in the Piggy -Back Distribution will first be allocated to the Company. The Demand Registration Right and Piggy-Back Registration Right are subject to various conditions and limitations, and the Company is entitled to defer any Demand Distribution in certain circumstances for a period not exceeding 90 days. The expenses in respect of a Demand Distribution, subject to certain exceptions, will be borne by the Company and Plantro and/or OneMove, as applicable, on a proportionate basis according to the number of Common Shares distributed by each. The expenses in respect of a Piggy-Back Distribution, subject to certain exceptions, will be borne by the Company, except that any underwriting fee on the sale of Common Shares by Plantro and/or OneMove and the fees of their external legal counsel will be borne by Plantro and/or OneMove, as applicable. Pursuant to the Investor Rights Agreement, the Company will indemnify Plantro and OneMove for any misrepresentation in a prospectus under which Plantro’s or OneMove’s Common Shares are distributed (other than in respect of any prospectus disclosure provided by Plantro or OneMove in respect of Plantro or OneMove, respectively). Plantro and OneMove will indemnify the Company for any prospectus disclosure provided by Plantro and OneMove in respect of Plantro and OneMove, respectively. Pre-Emptive Rights In the event that the Company or any of its subsidiaries decides to issue Common Shares or any type of securities convertible into or exchangeable or redeemable for Common Shares or an option or other right to acquire such securities, Plantro and OneMove, for so long as each continues to own at least 10% of the issued and outstanding Common Shares on a non-diluted basis, shall each have pre-emptive rights (the “Pre-Emptive Rights”) to purchase Common Shares or such other securities as are being contemplated for issuance to maintain its pro rata ownership interest. Notice of exercise of such rights is to be provided in advance of the commencement of any offering of securities of the Company or such other securities as are being contemplated for issuance and otherwise in accordance with the terms and conditions set out in the Investor Rights Agreement. Pursuant to the Investor Rights Agreement, the pre-emptive rights will not apply to issuances in the following circumstances: (a) to participants in any distribution reinvestment plan or similar plan; (b) in respect of the exercise of options, warrants, rights or other securities issued under equity based compensation arrangements of the Company, which for clarity shall include any employee share purchase plan adopted by the Company; (c) to holders of Common Shares in lieu of cash dividends; (d) exercise by a holder of a conversion, exchange or other similar right pursuant to the terms of a security in respect of which Plantro and/or OneMove did not exercise, failed to exercise, or waived its pre-emptive right or in respect of which the pre-emptive right did not apply;

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- 64 - (e) pursuant to a shareholders’ rights plan of the Company; (f) to the Company or any subsidiary of the Company; (g) pursuant to a share split, stock dividend or any similar recapitalization; and (h) pursuant to any bona fide arm’s length acquisition by the Company of the shares, assets, properties or business of any person. DIRECTORS AND EXECUTIVE OFFICERS Pursuant to the a rticles of the Company, the Company’s Board of Directors shall consist of a minimum of 3 and a maximum of 20 directors. The directors of the Company shall hold office until the next annual meeting of shareholders or until their resignation or removal or until their respective successors have been duly elected or appointed. The Investor Rights Agreement provides that the Board shall at all times consist of seven directors. Name, Occupation and Security Holdings As of the date hereof, t he following are the names and place of residence of the Company’s directors and executive officers, their positions and offices with the Company and corresponding start dates and their principal occupations during the last five years: Name, Province or State and Country of Residence (1) Office held with Dye & Durham Director and/or Executive Officer since Present principal occupation and positions held(2) Angela Zhang (3), (4), (5), (6) San Francisco, California Chair March 2026 Private Equity Investment Professional Norman Findlay (4), (5), (6) Ontario, Canada Director January 2026 Retired Lawyer, Corporate Director and Advisor Tyler Proud (3) Nassau, Bahamas Director May 2026 Business Executive and Corporate Director Allen Taylor (3), (4), (5) Ontario, Canada Director January 2026 President of GTD Partners and Corporate Director Todd Schulte North Port, Florida Interim Chief Executive Officer and Chief Operating Officer July 2026 Interim Chief Executive Officer and Chief Operating Officer of Dye & Durham (7) Steve Waszak Laguna Niguel, California Interim Chief Financial Officer May 2026 Interim Chief Financial Officer of Dye & Durham (8) Jason Read Ontario, Canada Chief Strategy and Technology Officer July 2026 Chief Strategy and Technology Officer of Dye & Durham (9) John Dawson Ontario, Canada Chief Revenue Officer August 2026 Chief Revenue Officer of Dye & Durham (10) Yves Denomme Ontario, Canada Chief Executive Officer, Financial Solutions Division August 2024 Chief Executive Officer of Dye & Durham’s Financial Solutions Division (11)

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- 65 - Name, Province or State and Country of Residence (1) Office held with Dye & Durham Director and/or Executive Officer since Present principal occupation and positions held(2) Awele Ojechi Ontario, Canada General Counsel and Corporate Secretary August 2026 General Counsel and Corporate Secretary of Dye & Durham (12) Notes: (1) The Board has determined that each of Angela Zhang, Norman Findlay, and Allen Taylor are considered independent. Tyler Proud, the brother of the former Chief Executive Officer, is considered non-independent. (2) For a fulsome biography of the directors and executive officers of the Company, including their positions for the last five years, please refer to the section titled “Directors” and “Executive Officers” below. (3) Member of the Human Resources and Compensation Committee. The Human Resources and Compensation Committee is chaired by Allen Taylor. (4) Member of the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee is chaired by Norman Findlay. (5) Member of the Audit Committee. The Audit Committee is chaired by Allen Taylor. (6) Member of the Strategic Committee. The Strategic Committee is chaired by Norman Findlay. (7) Prior to his role at Dye & Durham, Mr. Schulte served as Chief Operating Officer of Togetherwork from June 2020 to March 2026 . (8) Since 2014, Mr. Waszak has served as CEO, COO, CFO, and President of Helix Group , a consulting company through which he has been engaged by Dye & Durham to act as its Interim CFO. (9) Prior to his role at Dye & Durham, Mr. Read served as an Advisor at Enablism from December 2025 to July 2026. Mr. Read served as Executive Vice President and Chief Technology Officer of GAINS from September 2022 to December 2025. Previously, Mr. Read ser ved as Chief Product Officer (December 2017 to December 2020) and Chief Strategy Officer (January 2021 to April 2022) of Versapay. (10) Prior to his role at Dye & Durham, Mr. Dawson served as Division Vice President, Dayforce Talent at Dayforce from May 2021 to January 2026 and as SVP, Revenue at Dye & Durham from January 2026 to August 2026. (11) Prior to his role at Dye & Durham, Mr. Denommé served as Managing Director of OSG Insights from October 2023 to August 2024, providing consulting and advisory services in operations, strategy, and governance. From February 2021 to September 2023, he was the Executive Vice President of Operations at Laurentian Bank of Canada. From October 2016 to February 2021, Mr. Denommé was the SVP, Registry Technologies at Teranet Inc. (12) Prior to this role, Ms. Ojechi served as General Counsel of Dye & Durham since March 2025 and was previously Vice President, Legal and Corporate Secretary at Dye & Durham. Security Holding As of the date hereof, as a group, the directors and executive officers of the Company owned, controlled or directed, directly or indirectly, 5,579,885 Common Shares, representing approximatel y 8.31% of the issued and outstanding Common Shares, as of such date. The foregoing does not take into account Common Shares to be issued upon the potential exercise of options, deferred share units or any other equity awards.

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- 66 - Directors Angela Zhang Ms. Zhang is the Managing Partner of Rellevay and focuses on lower middle market private equity investments in technology businesses. Prior to founding Rellevay, she was a Director of GI Partners and focused on private equity investments in the software, f intech and payments sectors. Ms. Zhang also served on the boards of Daxko , Togetherwork, and Rectangle Health. Prior to joining GI Partners, Ms. Zhang was with Advent International in New York where she focused on private equity investments in the Technology, Media, and Telecom sectors. Earlier in her career, she was an investment banking analyst in the Financial Institutions group of Goldman Sachs in New York. Ms. Zhang has been recognized for her leadership and investing acumen - she was named as one of the Top Female Deal Makers by the Wall Street Journal and in the Electronic Transactions Association’s (ETA) 2020 Forty Under 40. She has also been featured in Buyout’s Women in Private Equity class of 2022. Ms. Zhang holds a BA in Business Administration from the Ivey Business School at the University of Western Ontario and an MBA from Harvard Business School. Norman Findlay Mr. Findlay is a retired lawyer who was a Partner in the law firm of Bennett Jones LLP from 2012 to 2024. Prior to that, Mr. Findlay was a Partner at Cassels, Brock & Blackwell LLP and the predecessor firm to Fasken Martineau DuMoulin LLP. Mr. Findlay was primarily engaged in securities law with an emphasis on public offerings of securities, mergers and acquisitions and takeovers. His practice also involved debt and equity securities, mining law, corporate governance, shareholder activism and general corpor ate transactions. Mr. Findlay has been recognized by Lexpert as a leading practitioner in Mining and Corporate Finance & Securities and by The Best Lawyers in Canada in the practice areas of Mergers & Acquisitions Law, Mining Law, Natural Resources Law and Securities Law. Mr. Findlay is also a director , and member of , the Audit Committee of Gold Hart Copper Corp. (TSXV: HART). He is also a former director of various private and public companies , and was previously the Chairman of the Audit Committee for Metallic Ventures Gold Inc. and Lakeside Steel Inc. Mr. Findlay holds a BA from the University of Toronto, an LLB from Osgoode Hall Law School, an MA in Economics from the University of Miami, completed the Certificate in Law and Economics from the University of Miami Law and Economics Center and completed the Canadian Securities Course. Mr. Findlay is a member of the Ontario Bar. Tyler Proud Tyler Proud is the CEO of OneMove Capital, a private investment firm with a long-term investment horizon and sector focus on software and technology, where he leads all investment decisions. Mr. Proud is also a seasoned technology entrepreneur with extensive experience in vertical market software, bringing deep expertise through his prior roles as a Co -Founder, executive, and Chairman at Dye & Durham and Avesdo Technologies Inc., providing a relevant strategic and operational perspective. Mr. Proud holds an MBA from the University of Toronto. Allen Taylor Mr. Taylor is President of GTD Partners, a consulting and advisory firm focused on providing operational and financial advisory and investment management services to a wide range of clients. Prior to this, Mr. Taylor held various key positions throughout an extensive career at Brookfield Asset Management, a leading global alternative asset manager, where he specialized in complex operational and financial turnarounds as well as portfolio manag ement. Mr. Taylor is a Chartered Accountant whose experience and leadership has been integral in managing complex financial structures and fostering sustainable businesses that return value to investors. Mr. Taylor also serves on the Board of Tucows Inc., a Nasdaq and TSX listed company, and also serves on its compensation committee and as Chair of its audit committee.

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- 67 - Executive Officers Todd Schulte, Interim Chief Executive Officer and Chief Operating Officer Mr. Schulte brings more than 30 years of experience helping multi-product organizations simplify operations, improve consistency and deliver stronger customer outcomes. His background includes consolidating support for more than 40 products onto a single platform, creating a more consistent and continuously improving customer experience. Most recently, Mr. Schulte served as Chief Operating Officer at Togetherwork, a software and financial solutions provider, and previously held COO roles at CentralSquare and Superion. Steve Waszak, Interim Chief Financial Officer Mr. Waszak currently serves as Interim Chief Financial Officer of Dye & Durham. Prior to working at Dye & Durham, he served as Chief Financial Officer of SMTC Corporation since February 2018. Prior to SMTC Corporation, Mr. Waszak served as CFO from 2015 to 2018 at Connected-Holdings, LLC, a vertically integrated, Internet of Things “IoT” intelligent services provide r. From 2010 to 2014, Mr. Waszak held the role of CEO and President of BTI Systems, a developer of optical networks and innovative data-center interconnect solutions for smart-cloud providers acquired by Juniper Networks (NYSE: JNPR). Mr. Waszak was also appointed director of Data I/O effective December 2025. Mr. Waszak’s C -Suite experience also includes serving as Vice President of Global Sales Operation for Ciena Corporation (NYSE: CIEN) following the acquisition of Internet Photonics (a Bell Labs spin-out), where he held the position of CFO/COO. Mr. Waszak has served on Board of Directors of private entities and publicly traded companies including SMTEK International (NASDAQ: SMTK) and Retix (NASDAQ). Mr. Waszak has more than 30 years’ experience as a technology executive, across corporate finance and strategic development roles and has led teams through multiple M&A transactions exceeding $1 billion in value. Mr. Waszak has a Bachelor of Sci ence in Accounting (Business/Economics concentration) from Loyola Marymount University, Los Angeles and holds an Executive Development Program Certificates from Harvard Business School and Kellogg School of Management. Jason Read, Chief Strategy and Technology Officer Mr. Read brings more than two decades of experience in B2B SaaS organizations, with deep expertise in commercial strategy, transformation and product leadership. Most recently, he served as Executive Vice -President, CTO and Corporate Development at GAINS, a U.S.-based supply chain management software company. He has also held senior leadership roles at Versapay and Descartes Systems Group. John Dawson, Chief Revenue Officer Mr. Dawson is a sales and go-to-market leader with deep experience scaling revenue in complex SaaS businesses. He has led global enterprise sales organizations through phases of inception, growth, transformation and operational reset - building disciplined revenue e ngines that deliver significant growth. Known for being direct, data -driven and pragmatic, Mr. Dawson ignores the vanity metrics and theory to focus on what moves revenue, improves predictability and develops strong leaders and teams. Mr. Dawson joined Dye & Durham in January 2026, serving as the Company's SVP, Revenue, prior to being appointed as Chief Revenue Officer. Yves Denommé, Chief Executive Officer of Dye & Durham’s Financial Solutions Division Yves Denommé is the CEO of Dye & Durham’s Financial Solutions division. His general management experience spans 25+ years across the financial services, technology and real estate sectors. He previously worked at D+H , a leading Canadian Fintech company, as the Executive Vice -President in charge of global operations, business transformation and value creation. He also served as SVP of the Registry platforms at Teranet, and most recently as EVP, Operations at Laurentian Bank. Mr. Denommé graduated from McMaster University’s Engineering & Management program (honours) and obtained his MBA from the Rotman School of business at the University of Toronto (bregman scholar). He completed the Chartered Director program in 2020 (C-Dir). Mr. Denommé previously

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- 68 - served on several boards including Unity Health Toronto, a large health network comprised of three large hospitals, Foster Moore, a global software development company, as well as several subsidiaries of Davis + Henderson, and Laurentian Bank. Awele Ojechi, General Counsel and Corporate Secretary Awele Ojechi is the General Counsel and Corporate Secretary of Dye & Durham. Before assuming her current role, she held progressively senior positions within the Company, including Vice President, Legal and Corporate Secretary and Interim General Counsel and Corporate Secretary. Ms. Ojechi has more than 15 years of legal experience spanning technology, financial services and private practice, with experience in corporate governance, securities matters, mergers and acquisitions, financing, commercial transactions and enterprise risk. She is a member of the Law Society of Ontario and is called to the Nigerian Bar. Ms. Ojechi holds an LL.B. from the University of Lagos, an LL.M. from the University of Southampton and completed the MBA Essentials program at the Rotman School of Management, University of Toronto. Audit Committee Information The Company’s current Audit Committee consists of Allen Taylor (Chair), Norman Findlay and Angela Zhang, each of whom is and must at all times be financially literate. All members of the Audit Committee are considered independent within the meaning of NI 52 -110. The relevant education and experience of each member of the Audit Committee is described as part of their respective biographies above under “Directors and Executive Officers – Directors”. The Board has adopted a written Charter for the Audit Committee, which sets out the Audit Committee’s responsibility in reviewing and approving the financial statements of Dye & Durham and public disclosure documents containing financial information and reporting on such review to the Board, ensuring that adequate procedures are in place for the reviewing of Dye & Durham’s public disclosure documents that contain financial information, overseeing the work and reviewing the independence of the external auditors. The text of the Charter of the Audit Committee is appended hereto as Appendix A. The members of the Audit Committee will be appointed annually by the Board, and each member of the Audit Committee will serve at the request of the Board until the member resigns, is removed or ceases to be a member of the Board. All non-audit services to be provided by the Company’s external auditor are required to be pre-approved by the Audit Committee. External Audit Service Fees The fees billed to Dye & Durham by its auditor for Fiscal 2026 and Fiscal 2025 were as follows: Year Audit Fees(1) Audit-Related Fees(2) Tax Fees(3) All Other Fees(4) 2026 $3,015,000 - - - 2025 $4,640,000 - - - Notes: (1) The aggregate fees billed for audit services relating to the audit of the Company. (2) The aggregate fees incurred for professional services rendered for general accounting advice and due diligence relating to mer gers and acquisitions. (3) The aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning, including the p reparation of corporate tax returns and general tax advisory services. (4) The aggregate fees incurred for products and services other than set out under the headings, “Audit Fees”, “Audit Related Fee s” and “Tax Fees”.

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- 69 - Cease Trade Orders, Bankruptcies, Penalties or Sanctions Other than in respect of the FFCTO and MCTO, to the knowledge of the Company: (a) no director or executive officer of the Company (or a personal holding company of such person) is, as at the date of this AIF or was within the last 10 years, a director, chief executive officer or chief financial officer of any company that was subject to a cease trade order or similar order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days that was issued: (i) while the person was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was issued after the person ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, trustee, chief executive officer or chief financial officer; (b) no director or executive officer of the Company, or no shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, (i) is, as at the date of this AIF or has been within the last 10 years, a director, trustee or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in tha t capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; (ii) has in the last 10 years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold such person’s assets; (iii) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (iv) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision. Conflicts of Interest To the knowledge of Dye & Durham, there are no existing or potentially material conflicts of interest between Dye & Durham or a subsidiary of Dye & Durham and any director or officer of Dye & Durham or of a subsidiary of Dye & Durham, other than as described elsewhere in this AIF. LEGAL PROCEEDINGS AND REGULATORY ACTIONS The Company is from time to time involved in legal proceedings of a nature considered normal to its business. The Company believes that none of the litigation in which the Company is currently involved or has been involved since the beginning of the most recently completed financial year, individually or in the aggregate, is material to its consolidated financial condition or results of operations. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS To the knowledge of the Company, there are no material interests, direct or indirect, of any of the Company’s directors or executive officers, any shareholder that beneficially owns, or controls or directs (directly or indirectly) more than 10% of any class or series of the Company’s outstanding voting securities or any associate or affiliate of any of the foregoing persons, in any transaction within the three years before the date hereof that has materially affected or is reasonably expected to materially affect the Company or any of its subsidiaries. TRANSFER AGENT AND REGISTRAR The Company’s transfer agent and registrar is Computershare Trust Company of Canada at its principal office in Toronto, Ontario.

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- 70 - MATERIAL CONTRACTS The only material contracts, other than those contracts entered into in the ordinary course of business, which the Company has entered into since the beginning of the last fiscal year or before the date of this AIF still in effect, are as follows: • the Investor Rights Agreement, as described under “Agreements with Shar eholders – Investor Rights Agreement”; • the IPO Underwriting Agreement, as described in the Company’s IPO prospectus dated July 13, 2020; • the November 2020 Underwriting Agreement, as described in the Company’s prospectus supplement dated November 19, 2021; • the January 2021 Underwriting Agreement, as described in the Company’s prospectus supplement dated January 6, 2021; • the February 2021 Underwriting Agreement, as described in the Company’s prospectus supplement dated February 18, 2021; • the Original Indenture, as described in the Company’s prospectus supplement dated February 18, 2021; • the Underwriting Agreement dated January 22, 2024 in respect of the 2024 Bought Deal; • the Supplemental Indenture in respect of the 2028 Debentures as described herein; • the Senior Credit Agreement, as amended by the first amendment to the Senior Credit Agreement dated September 26, 2025 and the second amendment to the Senior Credit Agreement dated December 17, 2025; • the 2029 Notes Indenture as described herein; • the Plantro Cooperation Agreement as described herein; • the Settlement Agreement (as amended) as described herein; and • the SRP as described herein. Copies of these agreements are available under the Company’s profile on SEDAR+ at www.sedarplus.ca. EXPERTS The Company’s auditor, Ernst & Young LLP, Chartered Professional Accountants, located at 100 Adelaide St W, Toronto, ON M5H 0B3 has audited the consolidated financial statements of the Company as of June 30, 2026, and for the year then ended. Ernst & Young LLP has advised that it is independent with respect to the Company within the meaning of the CPA Code of Professional Conduct of the Chartered Professional Accountants of Ontario. To the knowledge of the Company, none of the experts so named (or any of the designated professionals thereof) held securities representing more than 1% of all issued and outstanding Common Shares as at the date of the statement, report or valuation in question. ADDITIONAL INFORMATION Additional information relating to the Company may be found at SEDAR +, which can be accessed at www.sedarplus.ca. Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans, if applicable, will be contained in the Compan y’s information circular for its upcoming annual meeting of shareholders. Additional financial information is provided in the Company’s financial statements and management’s discussion and analysis for the financial year ended June 30, 2026.

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- 71 - GLOSSARY OF TERMS “2025 AGM” has the meaning set out under the heading “General Development of the Business”. “2024 AGM” has the meaning set out under the heading “General Development of the Business”. “AIF” means this Annual Information Form. “AI” has the meaning set out under the heading “Description of the Business”. “AML” has the meaning set out under the heading “Risk Factors – Risks Related to Our Business and Our Industry”. “Ares Credit Facility” means the Company’s former credit facility with Ares Capital Management LLC. “ARR” has the meaning set out under the heading “General Development of the Business”. “Audited Consolidated Financial Statements ” has the meaning set out under the heading “Financial Reporting Delay & Credit Agreement Matters”. “Audit Committee” means the Audit Committee of the Board. “BIA” has the meaning set out under the headin g “Risk Factors – Risks Related to Our Indebtedness and the Senior Secured 2029 Notes”. “Board” or “Board of Directors” means the board of directors of Dye & Durham. “2024 Bought Deal” means the bought deal offering of 11,960,000 Common Shares at a price of $12.10 per Common Share for gross proceeds to the Company of approximately $145 million that closed on February 6, 2024. “Bureau” has the meaning set out under the heading “General Development of the Business”. “Cash Conversion Option ” has the meaning set out under the heading “Borrowing and Credit Facilities – Debentures”. “Canadian insolvency law ” has the meaning set out under the headin g “Risk Factors – Risks Related to Our Indebtedness and the Senior Secured 2029 Notes”. “CCAA” has the meaning set out under the heading “Risk Factors – Risks Related to Our Indebtedness and the Senior Secured 2029 Notes”. “Change of Control” has the meaning set out under the heading “Risk Factors – Risks Related to Our Indebtedness and the Senior Secured 2029 Notes”. “cloud” means remote servers hosted on the internet rather than a local server or a personal computer. “Common Shares” means the common shares of the Company. “Company” means Dye & Durham Limited, its subsidiaries or its predecessors, as the context requires. “Human Resources and Compensation Committee” means the Human Resources and Compensation Committee of the Board. “Corporate Governance and Nominating Committee ” means the Corporate Governance and Nominating Committee of the Board.

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- 72 - “CRA” means the Canada Revenue Agency. “Credas” has the meaning set out under the heading “General Development of the Business”. “Debenture Indenture” means the Original Indenture together with the Supplemental Indenture. “Debenture Maturity Date ” has the meaning set out under the heading “Borrowing and Credit Facilities – Debentures”. “Debenture Redemption Date ” has the meaning set out under the heading “Borrowing and Credit Facilities – Debentures”. “Debentures” means, collectively, the 2026 Debentures and/or 2028 Debentures, as applicable in the context. “2026 Debentures” means the 3.75% convertible senior unsecured debentures of the Company that were due on March 1, 2026. “2028 Debentures” means the 6.50% senior unsecured extendible convertible debentures of the Company that are due on November 1, 2028. “Demand Registration Right” has the meaning set out under the heading “Agreements with Shareholders — Investor Rights Agreement”. “Dye & Durham” means Dye & Durham Limited, its subsidiaries or its predecessors, as the context requires. “EMF” has the meaning set out under the heading “Regulatory Environment”. “Engine” has the meaning set out under the heading “General Development of the Business”. “FCA” means the UK Financial Conduct Authority. “February 2021 Underwriting Agreement” means the underwriting agreement dated February 18, 2021, among the Company, Canaccord Genuity Corp., BMO Nesbitt Burns Inc., Scotia Capital Markets Inc., CIBC World Markets Inc., Raymond James Ltd., INFOR Financial Inc. and National Bank Financial Inc. “FFCTO” has the meaning set out under the heading “Financial Reporting Delay & Credit Agreement Matters”. “Fiscal 2023” means the 12-month period ending June 30, 2023. “Fiscal 2024” means the 12-month period ending June 30, 2024. “Fiscal 2025” means the 12-month period ending June 30, 2025. “Fiscal 2026” means the 12-month period ending June 30, 2026. “Q1 2026 Financial Statements ” has the meaning set out under the heading “ Financial Reporting Delay & Credit Agreement Matters”. “FY2024 Credit Facility” has the meaning set out under the heading “General Development of the Business”. “GDPR” means the European Union’s General Data Protection Regulation. “Initial Waiver” has the meaning set out under the heading “Financial Reporting Delay & Credit Agreement Matters”.

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- 73 - “Investor Rights Agreement” means the investor rights agreement dated July 17, 2020, entered into by the Company, Plantro and OneMove more particularly described under the heading “Agreements with Shareholders – Investor Rights Agreement”. “IPO” has the meaning set out under the heading “Introduction – Notice to Readers”. “IPO Underwriting Agreement ” means the underwriting agreement dated July 13, 2020, among the Company, Plantro, OneMove, Wahi Investments Inc., Canaccord Genuity Corp., Scotia Capital Inc., BMO Nesbitt Burns Inc., INFOR Financial Inc. and Raymond James Ltd. “January 2021 Underwriting Agreement ” means the underwriting agreement dated January 6, 2021, among the Company, Plantro, Manulife, OneMove, Charlie MacCready, Eric Tong, John Robinson, Canaccord Genuity Corp., Scotia Capital Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., INFOR Financial Inc. and Raymond James Ltd. “LPMS” has the meaning set out under the heading “Description of the Business – Overview”. “Manulife” means Manulife Capital Inc., or an affiliate thereof, as the context requires. “MCTO” has the meaning set out under the heading “General Development of the Business”. “MCTO Deadline” has the meaning set out under the heading “ Financial Reporting Delay & Credit Agreement Matters”. “Moody’s” has the meaning set out under the heading “Description of Capital Structure – Ratings”. “New Revolving Facility” has the meaning set out under the heading “General Development of the Business”. “NI 52-109” means National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filing. “NI 52-110” means National Instrument 52-110 – Audit Committees. “Nomination Rights” has the meaning set out under the heading “Agreements with Shareholders — Investor Rights Agreement”. “Non-Resident Holder of Debentures” means a holder of Debentures that, at all relevant times, for the purposes of the Tax Act and any applicable income tax treaty or convention: (i) is neither a resident of Canada nor deemed to be resident in Canada, (ii) does not use or hold, is not deemed to use or hold and will not use or hold, the Debentures or the Common Shares in carrying on a business in Canada, (iii) is entitled to receive all payments (including interest and principal) in respect of Debentures or Common Shares (including dividends, if any) and (iv) deals at arm’s length with any transferee that is resident in Canada and to whom the holder disposes of a Debenture. “2029 Notes Indenture” means the indenture governing the terms of the Senior Secured 2029 Notes. “November 2020 Underwriting Agreement” means the underwriting agreement dated November 13, 2020, among the Company, Scotia Capital Inc., Canaccord Genuity Corp., BMO Nesbitt Burns Inc., Raymond James Ltd. and INFOR Financial Inc. “OBCA” means the Business Corporations Act (Ontario). “OneMove” has the meaning set out under the heading “General Development of the Business”. “Original Indenture” means the trust indenture dated February 23, 2021, among the Company and Computershare Trust Company of Canada.

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- 74 - “OSC” has the meaning set out under the heading “General Development of the Business”. “Piggy-Back Registration Rights ” has the meaning set out under the heading “ Agreements with Shareholders — Investor Rights Agreement”. “PIPEDA” means the Personal Information Protection and Electronic Documents Act (Canada). “Plantro” means Plantro Ltd. “Plantro Cooperation Agreement ” has the meaning set out under the heading “General Development of the Business”. “Plantro Special Meeting Requisition” has the meaning set out under the heading “General Development of the Business”. “Platform” has the meaning set out under the heading “The Company – Overview”. “Pre-Emptive Rights” has the meaning set out under the heading “Agreements with Shareholders — Investor Rights Agreement”. “Rating Agencies” has the meaning set out under the heading “Description of Capital Structure – Ratings”. “Refinancing Transactions” has the meaning set out under the heading “General Development of the Business”. “Required Filings” has the meaning set out under the heading “ Financial Reporting Delay & Credit Agreement Matters”. “Revolving Facility” means the former $75 million revolving credit facility under the Ares Credit Facility. “RPAA” has the meaning set out under the heading “Regulatory Environment”. “S&P” has the meaning set out under the heading “Description of Capital Structure – Ratings”. “Senior Credit Agreement ” has the meaning set out under the heading “ Financial Reporting Delay & Credit Agreement Matters”. “Senior Secured Debt” has the meaning set out under the heading “Description of Capital Structure – Ratings”. “Senior Secured 2029 Notes” has the meaning set out under the heading “General Development of the Business”. “Settlement Agreement” has the meaning set out under the heading “General Development of the Business”. “SRP” has the meaning set out under the heading “General Development of the Business”. “Supplemental Indenture” means the first supplemental trust indenture dated November 3 , 2023, among the Company and Computershare Trust Company of Canada. “Tax Act” means the Income Tax Act (Canada) and the regulations thereunder, as amended. “Technology Infrastructure” means the Company’s technology, its website and network infrastructure. “Term Loan B” has the meaning set out under the heading “General Development of the Business”. “TM Group” means TM Group (UK) Limited.

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- 75 - “Transformation Committee” has the meaning set out under the heading “General Development of the Business”. “TSX” means the Toronto Stock Exchange. “U.S.” means the United States of America. “UK” or “United Kingdom” means the United Kingdom of Great Britain and Northern Ireland. “$” means Canadian dollars, the lawful currency of Canada.

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APPENDIX A DYE & DURHAM LIMITED (the “Corporation”) CHARTER OF THE AUDIT COMMITTEE This Charter of the Audit Committee (the “Charter”) was adopted by the Board of Directors (the “Board”) of the Corporation on August 19, 2020 and amended on February 2, 2022, February 13, 2024, May 13, 2025 and May 14, 2026. 1. Purpose The Audit Committee (the “ Committee”) is a committee of the Board of the Corporation. The members of the Committee and the chair of the Committee (the “Chair”) are appointed by the Board on an annual basis (or until their successors are duly appointed) for the purpose of overseeing the Corporation’s Internal Controls over Financial Reporting (“ ICFR”), external financial reporting, monitoring the Corporation’s financial risks, its financial risk management practices and controls and whether it complies with financial covenants and legal and regulatory requirements governing financial disclosure matters and financial risk management. 2. Composition The Committee should be comprised of a minimum of three Directors of the Corporation. All members of the Committee must (except to the extent permitted by NI 52-110 – Audit Committees, as it may be amended or replaced from time to time (“ NI 52-110”)) be independent (as defined by NI 52 -110), and free from any relationship that, in the view of the Board, could be reasonably expected to interfere with the exercise of his or her independent judgment as a member of the Committee. No members of the Committee shall receive, other than for service on the Board or the Committee or other committees of the Board, any consulting, advisory or other compensatory fee from the Corporation or any of its subsidiaries. All members of the Committee must be financially literate (which is defined as the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements). Any member of the Committee may be removed or replaced at any time by the Board and will cease to be a member of the Committee on ceasing to be a Director of the Corporation. The Board may fill vacancies on the Committee by election from among the Board. If and whenever a vacancy exists on the Committee, the remaining members may exercise all powers of the Committee so long as a quorum remains. 3. Limitations on Committee’s Duties In contributing to the Committee’s discharge of its duties under this Charter, each member of the Committee will be obliged only to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Nothing in this Charter is intended or may be construed as imposing on any member

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- A-2 - of the Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which any member of the Board may be otherwise subject. Members of the Committee are entitled to rely, absent actual knowledge to the contrary, on (a) the integrity of the persons and organizations from whom they receive information, (b) the accuracy and completeness of the information provided, (c) representat ions made by the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel (or Chief Legal Officer, as appropriate), Director of Internal Audit and such other members of senior management of the Corporation as the Board may from time to time determine (collectively, the “Executive Management Group”) as to the non-audit services provided to the Corporation by the external auditor, (d) financial statements of the Corporation represented to them by a member of the Executive Management Group or in a written report of the external auditors to present fa irly the financial position of the Corporation in accordance with applicable generally accepted accounting principles and (e) any report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by any such person. 4. Meetings The Committee shall meet regularly, but not less frequently than quarterly. The Committee should meet within 45 days following the end of the first three financial quarters of the Corporation and shall meet within 90 days following the end of the fiscal ye ar of the Corporation. A quorum for the transaction of business at any meeting of the Committee will be a majority of the members of the Committee or such greater number as the Committee will by resolution determine. The Committee will keep minutes of each meeting of the Committee. A copy of the minutes will be provided to each member of the Committee. Meetings of the Committee will be held from time to time and at such place as any member of the Committee will determine upon two days’ prior notice to each of the other Committee members. The members of the Committee may waive the requirement for notice. In addition, each of the Chief Executive Officer, the Chief Financial Officer, Director of Internal Audit and the external auditor will be entitled to request that the Chair call a meeting. The Committee may ask members of the Executive Management Group and employees of the Corporation (including, for greater certainty, its affiliates and subsidiaries) or others (including the external auditor) to attend meetings and provide such information as the Committee requests. Members of the Committee will have full access to information of the Corporation (including, for greater certainty, its affiliates, subsidiaries and their respective operations) and will be permitted to discuss such information a nd any other matters relating to the results of operations and financial position of the Corporation with the Executive Management Group, employees, the external auditor and others as they consider appropriate. The Committee or its Chair should meet at least once per year with the Executive Management Group and the external auditor in separate sessions to discuss any matters that the Committee or either of these groups desires to discuss privately. In addition, t he Committee or its Chair should meet with the Executive Management Group quarterly in connection with the Corporation’s interim financial statements and related ICFR environment, effectiveness or any other related item including the Executive Management G roup assessment of effectiveness of such controls and all matters relating to their NI 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52 -109”) and related processes. The Committee shall hold executive sessions without management present at each Committee meeting. The Chair will determine any desired agenda items. 5. Committee Activities As part of its function in assisting the Board in fulfilling its oversight responsibilities (and without limiting the generality of the Committee’s role), the Committee will have the power and authority to: A. Financial Disclosure

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- A-3 - a. Review and recommend for Board approval the Corporation’s interim financial statements, including any certification, report, opinion or review rendered by the external auditor and, if applicable, the related management discussion & analysis and earnings press release. b. Review and recommend for Board approval the Corporation’s annual financial statements, including, if applicable, any certification, report, opinion or review rendered by the external auditor, the annual information form and the related management’s discussion & analysis and earnings press release. c. Satisfy itself that adequate procedures have been put in place by the Executive Management Group for the review of the Corporation’s public disclosures of financial information extracted or derived from the Corporation’s financial statements and the related management’s discussion & analysis. d. Review any litigation, claim or other contingency and any regulatory or accounting initiatives that could have a material effect upon the financial position or operating results of the Corporation and the appropriateness of the disclosure thereof in the documents reviewed by the Committee. e. Receive periodic reports from the Executive Management Group, or satisfy itself separately (in addition to receiving periodic reports), in order for the Committee to assess the adequacy and effectiveness of the Corporation’s ICFR and the appropriate disclosure of its controls and procedures. f. Ensure financial disclosures are reported under the rules of IFRS and report such compliance to the Board on a quarterly and annual basis. B. Internal Controls a. Review and assess the overall effectiveness of the Executive Management Group’s process to identify and manage the significant risks associated with the activities of the Corporation. b. Receive and review periodical management reports assessing the adequacy and effectiveness of the Corporation’s ICFR and internal control systems. c. Review and assess the overall effectiveness of the Corporation’s internal control systems for monitoring compliance with financial disclosure matters, financial risk management, laws and regulations. d. Have the authority to communicate directly with the Chief Financial Officer, the finance employees responsible for financial reporting, risk management, internal controls, compliance as well as the external auditors. e. Annually receive certification from the members of the Executive Management Group that they have read the code of ethics and they have no conflicts of interest with the Corporation. f. Review and approve guidelines and policies for the investing of cash, marketable securities, hedging transactions and review reports from management on the results of such investments. C. Relationship with the External Auditor a. Recommend to the Board the selection of the external auditor and the fees and other compensation to be paid to the external auditor. b. Have the authority to communicate directly with the external auditor, the Chief Financial Officer, Director of Internal Audit of the Corporation and arrange for the external auditor to be available to the Committee and the Board as needed. c. Advise the external auditor, the Director of Internal Audit (when appropriate) that it is required to report to the Committee and not to the Executive Management Group.

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- A-4 - d. Monitor the relationship between the Executive Management Group and the external auditor, including reviewing any of the Executive Management Group letters or other reports of the external auditor, discussing any material differences of opinion between the Executive Management Group and the external auditor and resolving disagreements between the external auditor and the Executive Management Group. e. Review and discuss with the external auditor all critical accounting policies and practices to be used in the Corporation’s financial statements, all alternative treatments of financial information within generally accepted accounting principles (or IFRS) that have been discussed with management, the ramifications of the use of such alternative treatments and the treatment preferred by the external auditor. f. Review any material issues regarding accounting principles and financial statement presentation with the external auditor and management, including any significant changes in the Corporation’s selection or application of accounting principles and any signi ficant financial reporting issues and judgments made in connection with the preparation of the Corporation’s financial statements. g. If considered appropriate, establish separate systems of reporting to the Committee by each of the Executive Management Group and the external auditor. h. Review and discuss on an annual basis with the external auditor all significant relationships they have with the Corporation, the Executive Management Group, the external asset manager or employees that might interfere with the independence of the external auditor. i. Pre-approve all non-audit services (or delegate such pre-approval, as the Committee may determine and as permitted by applicable laws) to be provided by the external auditor. j. Review the performance of the external auditor and recommend any discharge of the external auditor when the Committee determines that circumstances warrant. k. Approve and recommend any changes to the internal audit function when the Committee determines that circumstances warrant. l. Periodically consult with both the internal and external auditors without the Executive Management Group present about (i) any significant risks or exposures facing the Corporation, (ii) internal controls and other steps that the Executive Management Group has taken to control such risks and (iii) the fullness and accuracy of the financial statements of the Corporation, including the adequacy of ICFR and internal controls to expose any payments, transactions or procedures that might be deemed illegal or oth erwise improper. m. Review and approve any proposed hiring of current or former partners or employees of the current (and any former) external auditor of the Corporation. D. Audit Process a. Review the scope, plan and results of the external auditor’s audit and reviews, including the auditor’s engagement letter, the post -audit management letter (if any ) and the form of the audit report. The Committee may authorize the external auditor to perform supplemental reviews, audits or other work as deemed desirable. b. Following completion of the annual audit and quarterly reviews, review separately with each of the Executive Management Group and the external auditor any significant changes to planned procedures, any difficulties encountered during the course of the audi t and, if applicable, reviews, including any restrictions on the scope of work or access to required information and the cooperation that the external auditor received during the course of the audit and, if applicable, reviews. c. Review any significant disagreements among the Executive Management Group and the external auditor in connection with the preparation of the financial statements.

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- A-5 - d. Where there are significant unsettled issues between the Executive Management Group and either the internal or external auditors that do not affect the audited financial statements, the Committee will seek to ensure that there is an agreed course of action leading to the resolution of such matters. e. Review with the external auditor and the Executive Management Group significant findings and the extent to which changes or improvements in financial or accounting practices, as approved by the Committee, have been implemented. f. If applicable, review the system in place to seek to ensure that the financial statements, management’s discussion & analysis and other financial information disseminated to regulatory authorities and the public satisfy applicable requirements. E. Financial Reporting Processes a. Review the integrity of the Corporation’s financial reporting processes (including ICFR) both internal and external, in consultation with the external auditor. b. Monitor and review the effectiveness of the Corporation’s internal audit function, including the approval of the internal audit plan (no less than annually), ensuring that any internal auditors have adequate monetary and other resources to complete their w ork and appropriate standing within the Corporation and report to the Board on the internal auditors’ performance and make related recommendations to the Board. c. Approve any changes to the internal auditor, if applicable, or to the reporting lines of the internal auditor. d. Review all material financial statement issues, off balance sheet issues, material contingent obligations and material related party transactions. e. Review with the Executive Management Group and the external auditor the Corporation’s accounting policies and any changes that are proposed to be made thereto, including all critical accounting policies and practices used, any alternative treatments of financial information that have been discussed with the Executive Management Group, the ramification of their use and the external auditor’s preferred treatment and any other material communications with the Executive Management Group with respect thereto. f. Review the disclosure and impact of contingencies and the reasonableness of the provisions, reserves and estimates that may have a material impact on financial reporting. F. Financial Planning, Investment Opportunities and Treasury Activities a. Business Plan: Review the financial assumptions set out in the Business Plan, including the annual Business Plans for submission to the Board for approval. Review periodic financial forecasts. b. Investment Opportunities: The Committee may review and assess the acquisition and divestment economics of opportunities exceeding management’s authority, to facilitate Board review and discussion. c. Treasury Activities: Review and assess management’s plans with respect to: managing capital; and hedging transactions in accordance with procedures established by the Board from time to time 6. General a. Inform the Board of matters that may significantly impact the financial condition or affairs of the business. b. Respond to requests by the Board with respect to the functions and activities that the Board requests the Committee to perform. c. If applicable, review the public disclosure regarding the Committee required from time to time by NI 52- 110.

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- A-6 - d. Review in advance, and consult in, the hiring, appointment or changes to the Corporation’s internal auditor or internal audit function. e. Perform any other activities as the Committee or the Board deems necessary or appropriate. 7. Complaint Procedures a. Anyone may submit a complaint regarding conduct by the Corporation or its employees or agents (including its external auditor) reasonably believed to involve questionable accounting, internal accounting controls, auditing, ethical or other matters. b. Complaints are to be directed to the attention of the Chair and the Chair will lead any assessment, investigation or other appropriate actions (independent from management) unless a conflict arises , and report to the Committee quarterly on any complaints received and their resolution. Any conflicts are to be discussed and addressed with the Board and the Board will appoint the appropriate Director, committee of Directors or other independence resources as it deems appropriate. c. The Committee should endeavour to keep the identity of the complainant confidential. d. The Chair will have the power and authority to lead the review and investigation of a complaint. The Committee should retain a record of all complaints received. Corrective action may be taken when and as warranted. 8. Independent Advice In discharging its mandate, the Committee shall have the authority to retain, at the expense of the Corporation, external advisors as the Committee determines to be necessary to permit it to carry out its duties. 9. Annual Evaluation Annually, the Committee shall, in a manner it determines to be appropriate: a. Perform a review and evaluation of the performance of the Committee and its members, including the compliance of the Committee with this Charter. b. Review and assess the adequacy of this Charter and recommend to the Board any improvements to this Charter that the Committee believes to be appropriate. This Charter was reviewed and reaffirmed by the Board on May 14, 2026.

Annual information form